EXHIBIT 2

                          AGREEMENT AND PLAN OF MERGER

                                      among

                                SHOPNOW.COM INC.

                             SHAMU ACQUISITION, INC.

                                       and

                                UBARTER.COM INC.

                          Dated as of January 20, 2000


<PAGE>


                                    CONTENTS
<TABLE>
<S>      <C>                                                                                             <C>
ARTICLE I - THE MERGER....................................................................................1
         1.1      The Merger..............................................................................1
         1.2      The Closing.............................................................................2
         1.3      Effective Date and Time.................................................................2
         1.4      Articles of Incorporation of the Surviving Corporation..................................2
         1.5      Bylaws of the Surviving Corporation.....................................................2
         1.6      Directors and Officers..................................................................3
         1.7      Conversion of Shares....................................................................3
                  1.7.1      Exchange Ratio...............................................................3
                  1.7.2      Exchange of Certificates.....................................................6
                  1.7.3      No Fractional Shares.........................................................7
                  1.7.4      No Further Transfers.........................................................7
         1.8      Amendment to Provide for Alternative Merger Structures..................................7
         1.9      Option Grants...........................................................................8

ARTICLE II - REPRESENTATIONS AND WARRANTIES OF THE COMPANY................................................8
         2.1      Organization............................................................................9
         2.2      Enforceability..........................................................................9
         2.3      Capitalization..........................................................................9
         2.4      Subsidiaries and Affiliates.............................................................11
         2.5      No Approvals; No Conflicts..............................................................11
         2.6      SEC Documents; Financial Statements.....................................................12
         2.7      Absence of Certain Changes or Events....................................................14
         2.8      Taxes...................................................................................15
         2.9      Property................................................................................18
         2.10     Contracts...............................................................................19
                  2.10.1     Material Contracts...........................................................19
                  2.10.2     Required Consents............................................................20
         2.11     Claims and Legal Proceedings............................................................21
         2.12     Labor and Employment Matters............................................................21
         2.13     Employee Benefit Plans..................................................................22
                  2.13.1     Employee Benefit Plan Listing................................................22
                  2.13.2     Documents Provided...........................................................22
                  2.13.3     Compliance...................................................................23
                  2.13.4     Qualification................................................................24
                  2.13.5     Contributions and Premium Payments...........................................24
                  2.13.6     Related Employers............................................................24
                  2.13.7     Certain Pension Plans........................................................24
                  2.13.8     Post-Termination Benefits....................................................24

</TABLE>


                                      -i-
<PAGE>

<TABLE>
<S>      <C>                                                                                             <C>
                  2.13.9     Parachute Payments...........................................................25
                  2.13.10    Suits, Claims and Investigations.............................................25
                  2.13.11    Payments Resulting from Transactions.........................................25
                  2.13.12    Definitions..................................................................25
         2.14     Intellectual Property...................................................................26
                  2.14.1     General......................................................................26
                  2.14.2     Company Technology...........................................................27
                  2.14.3     Third Party Technology.......................................................27
                  2.14.4     Trademarks...................................................................28
                  2.14.5     Intellectual Property Rights.................................................28
                  2.14.6     Maintenance of Rights........................................................28
                  2.14.7     Third Party Claims...........................................................29
                  2.14.8     Infringement by the Company..................................................29
                  2.14.9     Confidentiality..............................................................29
                  2.14.10    Warranty Against Defects.....................................................30
                  2.14.11    Domain Names.................................................................30
                  2.14.12    Year 2000....................................................................30
                  2.14.13    Participating Developers.....................................................31
         2.15     Corporate Books and Records.............................................................31
         2.16     Licenses, Permits, Authorizations, etc..................................................32
         2.17     Compliance With Laws....................................................................32
         2.18     Insurance...............................................................................32
         2.19     Brokers or Finders......................................................................33
         2.20     Absence of Questionable Payments........................................................33
         2.21     Bank Accounts...........................................................................33
         2.22     Customers and Suppliers.................................................................34
         2.23     Accounts Receivable.....................................................................34
         2.24     Creditors' List.........................................................................34
         2.25     Insider Interests.......................................................................34
         2.26     Compliance With Environmental Laws......................................................35
         2.27     Information Supplied by the Company.....................................................35
         2.28     Full Disclosure.........................................................................36
         2.29     Hart-Scott-Rodino.......................................................................36
         3.1      Organization............................................................................37
         3.2      Enforceability..........................................................................37
         3.3      Securities..............................................................................37
         3.4      No Approvals or Notices Required; No Conflicts With Instruments.........................37
         3.5      Information Supplied by ShopNow.com or Merger Sub.......................................38
         3.6      Full Disclosure.........................................................................38
         3.7      Capitalization..........................................................................39
         3.8      SEC Documents; Financial Statements.....................................................39
</TABLE>



                                      -ii-
<PAGE>

<TABLE>
<S>      <C>                                                                                             <C>
         3.9      Compliance With Laws....................................................................40
         3.10     Tax Matters.............................................................................40

ARTICLE IV - CONDITIONS PRECEDENT TO OBLIGATIONS OF SHOPNOW.COM AND MERGER SUB............................41
         4.1      Accuracy of Representations and Warranties..............................................41
         4.2      Performance of Agreements...............................................................41
         4.3      Opinion of Counsel for the Company......................................................42
         4.4      Compliance Certificate..................................................................42
         4.5      Material Adverse Change.................................................................42
         4.6      Approvals and Consents..................................................................42
         4.7      Proceedings and Documents; Secretary's Certificate......................................42
         4.8      Non-U.S. Real Property Holding Corporation Affidavit....................................43
         4.9      Compliance With Laws....................................................................43
         4.10     Legal Proceedings.......................................................................43
         4.11     Noncompetition Arrangements.............................................................43
         4.12     Termination of Certain Agreements.......................................................43
         4.13     Exercise or Termination of Stock Purchase Rights; Conversion of
                  Convertible Securities..................................................................44
         4.14     Company Option Plan.....................................................................44
         4.15     Consents to Merger......................................................................44
         4.16     Resignations............................................................................44
         4.17     Tax Clearance Certificates..............................................................45
         4.18     Releases of Liens.......................................................................45
         4.19     Stockholder Approval....................................................................45
         4.20     Affiliate Letters.......................................................................45
         4.21     Voting Agreements.......................................................................45
         4.22     S-4.....................................................................................45
         4.23     Agreements With Certain Stockholders of the Company.....................................45
         4.24     Employment and Consulting Agreements....................................................46
         4.25     Lock-Up Agreements......................................................................46
         4.26     Tax Opinion.............................................................................46
         4.27     No Dissenters Rights....................................................................46
         4.28     Board Actions...........................................................................46

ARTICLE V - CONDITIONS PRECEDENT TO OBLIGATIONS OF THE COMPANY............................................47
         5.1      Accuracy of Representations and Warranties..............................................47
         5.2      Performance of Agreements...............................................................47
         5.3      Compliance Certificate..................................................................47
         5.4      Legal Proceedings.......................................................................47
         5.5      Material Adverse Change.................................................................48

</TABLE>


                                     -iii-
<PAGE>

<TABLE>
<S>      <C>                                                                                             <C>
         5.6      Approvals and Consents..................................................................48
         5.7      Compliance With Laws....................................................................48
         5.8      Opinion of Counsel......................................................................48
         5.9      S-4.....................................................................................48
         5.10     Tax Opinion.............................................................................48

ARTICLE VI - COVENANTS....................................................................................49
         6.1      Conduct of Business by the Company Pending the Merger...................................49
         6.2      Access to Information; Confidentiality..................................................51
         6.3      No Alternative Transactions.............................................................51
         6.4      Notification of Certain Matters.........................................................52
         6.5      Further Action; Commercially Reasonable Efforts.........................................53
         6.6      Publicity...............................................................................53
         6.7      Bring-Down Capitalization Schedule......................................................54
         6.8      Execution of All Operative Documents....................................................54
         6.9      Stockholder Approval....................................................................54
         6.10     Preparation of S-4......................................................................54
         6.11     ShopNow.com Common Stock................................................................55
         6.12     Retirement of Indebtedness..............................................................55

ARTICLE VII - TERMINATION, AMENDMENT AND WAIVER...........................................................55
         7.1      Termination.............................................................................55
         7.2      Effect of Termination...................................................................56

ARTICLE VIII - GENERAL....................................................................................56
         8.1      Survival................................................................................56
         8.2      Tax Matters - Reorganization Treatment..................................................57
         8.3      Expenses................................................................................57
         8.4      Notices.................................................................................57
         8.5      Severability............................................................................58
         8.6      Entire Agreement........................................................................59
         8.7      Assignment..............................................................................59
         8.8      Parties in Interest.....................................................................59
         8.9      Governing Law; Venue....................................................................59
         8.10     Headings................................................................................59
         8.11     Counterparts............................................................................60
         8.12     Waiver of Jury Trial....................................................................60
         8.13     Amendment...............................................................................60
         8.14     Waiver..................................................................................60
</TABLE>



                                      -iv-
<PAGE>

EXHIBITS

   2       --   Company Disclosure Memorandum
   4.3     --   Form of Opinion of Counsel for the Company
   4.8     --   FIRPTA Affidavit
   4.11    --   Form of Confidentiality, Invention Assignment and Non-Raiding
                 Agreement
   4.20    --   Form of Affiliate Letter
   4.21    --   Form of Voting Agreement
   4.24A   --   Form of Employment Agreement
   4.24B   --   Form of Consulting Agreement
   4.25A   --   Form of Lock-Up Agreement between ShopNow.com and White
   4.25B   --   Form of Lock-Up Agreement between ShopNow.com and
                 New Horizons, LP
   5.8     --   Form of Opinion of Perkins Coie












                                      -v-
<PAGE>


                          AGREEMENT AND PLAN OF MERGER

     Agreement and Plan of Merger ("Agreement") dated as of January 20, 2000, by
and among  ShopNow.com  Inc., a Washington  corporation  ("ShopNow.com"),  Shamu
Acquisition,  Inc., a Washington  corporation  and wholly  owned  subsidiary  of
ShopNow.com  ("Merger  Sub") and  Ubarter.com  Inc., a Nevada  corporation  (the
"Company").

                                    RECITALS

     A. The Company ShopNow.com and Merger Sub believe it advisable and in their
respective  best  interests  to effect a merger of the  Company  and  Merger Sub
pursuant to this Agreement (the "Merger").

     B. The Board of Directors of the Company have approved  this  Agreement and
the Merger as required by applicable law.

     C. The Boards of Directors of ShopNow.com and Merger Sub have approved this
Agreement and the Merger as required by applicable law.

     D. It is intended  that the Merger will qualify as a  reorganization  under
Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code").


                                    AGREEMENT

     In consideration of the terms hereof, the parties hereto agree as follows:

                             ARTICLE I - THE MERGER

1.1  The Merger

     Upon the terms and subject to the conditions  hereof,  (a) at the Effective
Time (as defined in Section  1.3) the separate  existence  of the Company  shall
cease and the  Company  shall be merged  with and into Merger Sub (Merger Sub as
the surviving  corporation  after the Merger is sometimes  referred to herein as
the  "Surviving  Corporation")  and (b) from and after the Effective  Time,  the
Merger  shall have all the  effects  of a merger  under the laws of the state of
Washington and the state of Nevada and other applicable law.



                                      -1-
<PAGE>

1.2  The Closing

     Subject to the terms and conditions of this  Agreement,  the closing of the
Merger (the "Closing") shall take place on the earliest practicable business day
(the "Closing  Date") after the  satisfaction  or waiver of the  conditions  set
forth in Articles IV and V at 10 a.m.  local time at the offices of Perkins Coie
LLP, 1201 Third Avenue,  48th Floor,  Seattle,  Washington,  or such other date,
time or location as ShopNow.com and the Company shall agree.

1.3  Effective Date and Time

     On the  Closing  Date and  subject  to the  terms  and  conditions  hereof,
articles of merger and a  certificate  of merger  (the  "Articles  of  Merger"),
complying with the applicable  provisions of the Washington Business Corporation
Act ("Washington Law") and the Nevada General Corporation Law ("Nevada Law") and
in such form and  executed  in such manner as  required  by  Washington  Law and
Nevada Law,  shall be  delivered  for filing with the  Secretary of State of the
state of Washington (the  "Washington  Secretary") and the Secretary of State of
the state of Nevada (the "Nevada Secretary").  The Merger shall become effective
on the date (the  "Effective  Date") and at the time (the  "Effective  Time") of
filing of the  Articles of Merger or at such other time as may be  specified  in
the  Articles  of Merger as filed.  If the  Washington  Secretary  or the Nevada
Secretary  requires  any changes in the  Articles  of Merger as a  condition  to
filing or issuing its  certificate  to the effect that the Merger is  effective,
ShopNow.com,  Merger Sub and the Company  will execute any  necessary  revisions
incorporating such changes,  provided such changes are not inconsistent with and
do not result in any material change in the terms of this Agreement.

1.4  Articles of Incorporation of the Surviving Corporation

     At the Effective Time, the Articles of Incorporation of Merger Sub shall be
the Articles of Incorporation of the Surviving Corporation;  provided,  however,
that  Article I thereof  shall be amended to read as follows:  "The name of this
corporation is Ubarter.com  Inc."  Thereafter,  the Articles of Incorporation of
the Surviving  Corporation  may be amended in accordance with their terms and as
provided by law.

1.5  Bylaws of the Surviving Corporation

     At the Effective  Time,  the Bylaws of Merger Sub as in effect  immediately
prior  to  the  Effective   Time  shall  become  the  Bylaws  of  the  Surviving
Corporation.  Thereafter,  the Bylaws may be amended or repealed  in  accordance
with their terms and the Articles of Incorporation of the Surviving  Corporation
and as provided by law.



                                      -2-
<PAGE>

1.6  Directors and Officers

     At the  Effective  Time,  the  directors  and officers of the Company shall
resign and the directors of Merger Sub shall continue in office as the directors
of the Surviving  Corporation  and the officers of Merger Sub shall  continue in
office as the officers of the  Surviving  Corporation,  and such  directors  and
officers  shall hold office in  accordance  with and subject to the  Articles of
Incorporation and Bylaws of the Surviving Corporation.

1.7  Conversion of Shares

     1.7.1 Exchange Ratio

     As of the Effective Time, by virtue of the Merger and without any action on
the part of the holders thereof:

     (a) All shares of any class of  capital  stock of the  Company  held by the
Company as treasury shares shall be canceled.

     (b) Each issued and outstanding  share of common stock, par value $.001 per
share,  of  the  Company  (the  "Company  Common  Stock")  that  is  issued  and
outstanding  immediately prior to the Effective Time shall be converted into the
right to  receive  from  ShopNow.com  a number of shares of  ShopNow.com  common
stock, par value $.001 per share (the "ShopNow.com Common Stock"), determined by
dividing  (a) the  ShopNow.com  Base Shares (as defined  below) by (b) the Fully
Diluted Common Stock Number (as defined below).  The quotient derived in Section
1.7.1(b)  shall be rounded to three  decimal  points  and shall be  referred  to
herein as the  "Exchange  Ratio." The  "ShopNow.com  Base Shares" shall mean the
total number of shares of  ShopNow.com  Common Stock to be issued in the Merger,
which  shall be  equal to the  number  of  shares  determined  by  dividing  (a)
$44,900,000  by (b) $17.31 (the "Base  Price").  The "Fully Diluted Common Stock
Number"  shall  mean  the  total  number  of  shares  of  Company  Common  Stock
outstanding immediately prior to the Effective Time on a fully diluted basis, as
set  forth  on  Schedule  2.3  to  the  Company  Disclosure  Memorandum,   which
calculation  assumes (x) the exercise on a cash or cashless  basis,  as the case
may be, of all outstanding rights,  warrants or options,  vested or unvested, to
acquire  Company  Common  Stock,  regardless  of  restrictions  on  exercise  or
conversion  and (y) the  conversion  of all  outstanding  securities  and  notes
convertible at any time into Company Common Stock (such rights, warrants, notes,
options  and  convertible  securities  referenced  in clauses  (x) and (y) being
referred to herein as "Stock Purchase Rights"); provided, however, that the term
"Fully Diluted Common Stock Number" shall not include (i) the  convertible  note
referenced  in that  certain  letter  agreement  dated  December 9, 1999 between
Momentous Inc. Pension and Trust



                                      -3-
<PAGE>

("Momentous")  and  the  Company  (the  "Momentous  Note"),  (ii)  that  certain
Convertible  Promissory  Note in favor of Alpine Capital LLC ("Alpine  Capital")
dated  August  27,  1999  (the  "Alpine  Capital  Note"),   (iii)  that  certain
Convertible  Promissory Note, dated December 22, 1999 (the "ShopNow.com  Note"),
and any (iv) options granted  pursuant to that stock option agreement dated July
26, 1999, between Astra Ventures LLC ("Astra Ventures") and the Company that are
unexercised as of the Effective Time, provided that such options terminate as of
the Effective Time by their terms or by later agreement of Astra  Ventures.  The
shares of ShopNow.com  Common Stock so issued shall be referred to herein as the
"Closing Shares." The number of shares of ShopNow.com  Common Stock to be issued
at the  Closing  to each  stockholder  under  this  Section  1.7.1(b)  shall  be
calculated by  aggregating  all shares of Company Common Stock held by each such
stockholder,  so that such number of shares of  ShopNow.com  Common  Stock to be
issued  shall be equal to the number of shares of Company  Common  Stock held by
such  stockholder  multiplied  by the Exchange  Ratio,  with  fractional  shares
rounded up to the nearest whole number pursuant to Section 1.7.3 hereof.

     (c) The aggregate  number of Closing  Shares shall be subject to adjustment
as follows:

          (i) In the event that any Company  Liability (as defined below) exists
as of the date that is  immediately  prior to the Closing  Date,  the  aggregate
number  of  Closing  Shares  shall  be  reduced  by that  number  of  shares  of
ShopNow.com Common Stock determined by dividing the dollar amount of the Company
Liability by the Base Price.  "Company  Liability"  shall mean all  liabilities,
debts or obligations,  contingent or otherwise,  existing as of the Closing Date
immediately prior to the Effective Time, the value of which shall not exceed the
value of the ShopNow.com  Base Shares (as measured by multiplying the Base Price
by the number of ShopNow.com Base Shares),  including  without  limitation,  all
outstanding liability to (1) Astra Ventures,  (2) employees of the Company based
on  change  of  control  provisions  in such  employees'  respective  employment
agreements,  (3) Alpine  Capital,  (4) Bob Bagga,  as an earn-out  under a Share
Purchase  Agreement  among Bob  Bagga,  International  Barter  Corp.  and Barter
Business  Exchange Inc., dated February 28, 1999 and promissory note dated March
2, 1999 (the "BBE Purchase  Agreement and Note"),  (5) Momentous and (6) various
lessors,  lenders  and  vendors  created in  connection  with the  execution  of
miscellaneous  leases and other  agreements;  provided,  however,  that  Company
Liability  shall not  include,  in each case  existing at the  Closing,  (x) any
outstanding indebtedness and accrued interest payable to ShopNow.com pursuant to
the  ShopNow.com  Note,  (y) any  payables or accrued  expenses  incurred in the
ordinary course of business  (provided such payables and accrued expenses do not
exceed in the  aggregate  $225,000)  and (z) any non-cash or barter trade dollar
liabilities. Any



                                      -4-
<PAGE>

outstanding  liability  referenced  in (1)  through  (6) above shall be deemed a
Company  Liability  in the event such  liability is retired or paid off prior to
the Effective  Time. The dollar amount of Company  Liability shall be reduced by
any amounts  received by the Company from option holders or warrant holders as a
result of the cash exercise of stock options or warrants between the date hereof
and the Effective  Date. The Company shall cause to be prepared and delivered to
ShopNow.com, on the date that is two days immediately prior to the Closing Date,
a schedule,  certified by the Company's Chief Financial  Officer and in form and
substance  satisfactory to  ShopNow.com,  as to the dollar amount of the Company
Liability,  which  schedule  shall include a break down of the dollar amounts of
each liability, debt and obligation comprising the Company Liability.

          (ii) In the event ShopNow.com  reasonably  determines between the date
hereof  and  March  1,  2000  as  a  result  of  its   financial  due  diligence
investigation  and tax  assessment  of the  Company  that  the  Company  and its
subsidiaries,  taken  as a  whole,  have  liabilities  or  obligations  (whether
absolute, accrued or contingent) that are not (a) accrued or reserved against in
the Company  Balance Sheet (as defined in Section 2.6) or reflected in the notes
thereto,  (b)  disclosed in the  financial  statements of the Company filed as a
part of the Company SEC  Documents  (as defined in Section 2.6) or (c) disclosed
in the Company Disclosure  Memorandum (as defined in the preamble to Article II)
(an "Undisclosed Liability"),  then the aggregate number of Closing Shares shall
be reduced by that number of shares of  ShopNow.com  Common Stock  determined by
dividing the aggregate  dollar  amount of such  Undisclosed  Liabilities  (up to
$1,000,000) by the Base Price. In the event that  ShopNow.com's  accountants and
the Company's accountants disagree as to whether a liability or obligation is an
Undisclosed Liability (a "Disputed Liability"), then ShopNow.com and the Company
shall cause such accountants to promptly choose an independent  financial expert
mutually agreeable to the Company's  accountants and ShopNow.com's  accountants,
and such  independent  financial  expert  shall  determine  whether the Disputed
Liability is an Undisclosed  Liability.  The fees of such independent  financial
expert shall be paid by ShopNow.com, provided, however, that if such independent
financial  expert  determines  that the  Disputed  Liability  is an  Undisclosed
Liability,  the amount of such fees shall reduce the number of Closing Shares by
treating  such  amount  as if it  were  an  Undisclosed  Liability.  Undisclosed
payables and expenses  incurred in the ordinary  course of business shall not be
deemed Undisclosed Liabilities,  provided that such payables and expenses do not
exceed $225,000.

     (d) Holders of shares of Company  Common Stock who have  complied  with all
the requirements  for perfecting  dissenters'  rights,  as required under Nevada
Law, shall be entitled to their rights under Nevada Law with respect to such



                                      -5-
<PAGE>

shares (the "Dissenting Shares").  Notwithstanding the foregoing,  if any holder
of Dissenting  Shares shall  effectively  withdraw or lose  (through  failure to
perfect  or  otherwise)  the  right to  dissent,  then,  as of the  later of the
Effective  Time and the  occurrence of such event,  such  holder's  shares shall
automatically be converted into and represent the right to receive the shares of
ShopNow.com  Common  Stock to which  such  holder is then  entitled  under  this
Agreement and Nevada Law,  without  interest  thereon and upon  surrender of the
certificate  representing  such shares.  Notwithstanding  any  provision of this
Agreement to the contrary,  any Dissenting  Shares held by a Shareholder who has
perfected dissenters' rights for such shares in accordance with Nevada Law shall
not be converted into ShopNow Common Stock pursuant to this Section 1.7.1.

     1.7.2 Exchange of Certificates

     (a) As soon as  practicable  after the Effective  Time,  ShopNow.com  shall
cause  Continental Stock Transfer & Trust (the "Exchange Agent") to mail to each
holder of record of Company  Common Stock as of the Effective  Time (i) a letter
of transmittal (which shall be in customary form and specify that delivery shall
be effected,  and risk of loss and title to the  certificates  of Company Common
Stock shall pass, only upon delivery of such certificates to the Exchange Agent)
and (ii) instructions for use in effecting the surrender of such certificates in
exchange for certificates  representing ShopNow.com Common Stock. Upon surrender
of a certificate of Company Common Stock for cancellation to the Exchange Agent,
together with a duly executed  letter of transmittal and such other documents as
the  Exchange  Agent  shall  require,  the holder of such  certificate  shall be
entitled  to  receive  in  exchange  therefor  the  number  of whole  shares  of
ShopNow.com Common Stock to which the holder of Company Common Stock is entitled
pursuant to Section 1.7.1 hereof. The certificate so surrendered shall forthwith
be  canceled.  Notwithstanding  any other  provision  of this  Agreement,  until
holders of  certificates  of Company  Common  Stock  have  surrendered  them for
exchange as provided herein,  (i) no dividends or other  distributions  shall be
paid with  respect  to any shares  represented  by such  certificates,  and (ii)
without  regard  to when such  certificates  are  surrendered  for  exchange  as
provided  herein,   no  interest  shall  be  paid  on  any  dividends  or  other
distributions.  Upon surrender of a certificate  of Company Common Stock,  there
shall be paid to the holder of such  certificate  the amount of any dividends or
other distributions which theretofore became payable, but which were not paid by
reason  of the  foregoing,  with  respect  to the  number  of  whole  shares  of
ShopNow.com  Common Stock represented by the certificate or certificates  issued
upon such surrender.  If any  certificate for ShopNow.com  Common Stock is to be
issued in a name other than in which the  certificate  of Company  Common  Stock
surrendered in exchange therefore is registered, it shall be a condition of such
exchange that the person requesting such



                                      -6-
<PAGE>

exchange pay any  transfer or other taxes  required by reason of the issuance of
certificates  for such shares of  ShopNow.com  Common Stock in a name other than
that of the registered  holder of the certificate  surrendered,  or establish to
the satisfaction of the Surviving  Corporation that such tax has been paid or is
not  applicable.  In connection with its  undertakings  pursuant to this Section
1.7.2,  the  Exchange  Agent shall be entitled to withhold  any income  taxes as
required by the Code.

     (b) The shares of ShopNow.com  Common Stock that each stockholder  shall be
entitled to receive  pursuant to the Merger  shall be deemed to have been issued
at the  Effective  Time,  and no  interest  shall  accrue on any of the  Closing
Shares.

     1.7.3 No Fractional Shares

     No  certificates  or scrip  representing  fractional  shares of ShopNow.com
Common Stock shall be issued by virtue of the Merger.  The  aggregate  number of
shares of ShopNow.com Common Stock a stockholder is entitled to receive pursuant
to Section 1.7.1(b) shall be rounded to the nearest whole number of shares, with
 .5 being rounded up.

     1.7.4 No Further Transfers

     After the  Effective  Time,  there shall be no  transfers  of any shares of
Company Common Stock on the stock  transfer books of the Surviving  Corporation.
Any  ShopNow.com  Common  Stock made  available  to the  Exchange  Agent and not
exchanged  for  certificates  of Company  Common Stock within one year after the
Effective  Time and any dividends and  distributions  held by the Exchange Agent
for  payment  or  delivery   to  the  holders  of   unsurrendered   certificates
representing  Company  Common  Stock and  unclaimed  at the end of such one year
period  shall be  redelivered  or repaid by the Exchange  Agent to  ShopNow.com,
after which time any holder of  certificates of Company Common Stock who has not
theretofore  delivered or surrendered  such  certificates to the Exchange Agent,
subject to applicable law, shall look as a general  creditor only to ShopNow.com
for  payment  of  the  ShopNow.com  Common  Stock  and  any  such  dividends  or
distributions.   Notwithstanding  any  provision  of  this  Agreement,  none  of
ShopNow.com,  the Exchange Agent,  the Surviving  Corporation or any other party
hereto shall be liable to any holder of Company Common Stock for any ShopNow.com
Common  Stock or  dividends  or  distributions  delivered  to a public  official
pursuant to applicable abandoned property, escheat or similar law.



                                      -7-
<PAGE>

1.8  Amendment to Provide for Alternative Merger Structures

     If at any time prior to the Closing  Date,  ShopNow.com  elects to have the
Company  be the  Surviving  Corporation  or  elects  to have the  Company  merge
directly into ShopNow.com or to have a different subsidiary of ShopNow.com merge
with the Company in a forward or reverse  triangular  merger,  the parties shall
promptly  enter into an  amendment to this  Agreement to so provide,  so long as
such action  does not result in a breach of a  representation  or  warranty  set
forth in Article II, or the inability to satisfy any of the conditions set forth
in Articles IV and V hereof.

1.9  Option Grants

     No later than thirty days after the Effective Time, ShopNow.com will act to
grant  nonqualified  stock  options  (the "New  Options")  under its Amended and
Restated  1999  Non-Officer  Stock  Option  Plan,  or  such  other  plan  having
substantially   similar  terms  as  ShopNow.com  shall  determine  in  its  sole
discretion,  to acquire an aggregate  of 600,000  shares of  ShopNow.com  Common
Stock in the  numbers  specified  and to the  members of the  management  of the
Company  immediately prior to the Effective Time (the "Management  Members") and
to  employees  of the  Company  immediately  prior to the  Effective  Time  (the
"Retained  Employees"),  who have been  offered  and  accepted  employment  with
ShopNow.com  or  the  Surviving   Corporation   and  commence   employment  with
ShopNow.com  or the Surviving  Corporation  after the  Effective  Time (with the
allocation of such grants among such Management  Members and Retained  Employees
to be mutually  acceptable  to  ShopNow.com  and Liad  Meidar and Steven  White,
except that 250,000 of such New Options shall be allocated to Liad Meidar). Such
New Options shall have an exercise  price of $15.58 per share.  One-third of the
New Options shall be vested upon the one-year  anniversary  of the Closing Date,
and the  remaining  balance of the New Options  shall vest on a quarterly  basis
over a period of two years  following  the one-year  anniversary  of the Closing
Date.

                 ARTICLE II - REPRESENTATIONS AND WARRANTIES OF
                                  THE COMPANY

     Except as is otherwise set forth with appropriate Section references in the
Company  Disclosure  Memorandum  attached as Exhibit 2 (the "Company  Disclosure
Memorandum"),   each  of  which  exceptions  shall   specifically   identify  or
cross-reference  the  provision  of this  Article  II to  which  such  exception
relates,  and in order to induce  ShopNow.com  and  Merger Sub to enter into and
perform this Agreement and the other agreements and documents attached hereto as
exhibits  that are required to be  completed  and/or  executed  pursuant to this
Agreement (collectively,  the "Operative Documents"), the Company represents and
warrants to  ShopNow.com  and Merger Sub as of the date of this Agreement and as
of the Closing Date as follows in this Article II.



                                      -8-
<PAGE>

For the  purposes of  Sections  2.7  through  2.29 of this  Article II, the term
"Company" shall refer to the Company and all of its subsidiaries.

2.1  Organization

     The Company is a corporation  duly organized and validly existing under the
laws of the state of Nevada.  The Company's  subsidiaries are duly organized and
validly  existing  under  the  laws  of the  jurisdictions  in  which  they  are
organized.  The Company  has all  requisite  corporate  power and  authority  to
execute,  deliver and  perform  its  obligations  under this  Agreement  and the
Operative Documents delivered by the Company or to which the Company is a party,
and to consummate,  subject to the approval of the Merger by the stockholders of
the Company,  the transactions  contemplated hereby and thereby. The Company and
its subsidiaries are duly qualified and licensed as a foreign corporations to do
business and are in good standing in each jurisdiction in which the character of
the properties occupied, owned or held under lease or the nature of the business
conducted  by the  Company  and its  subsidiaries  makes such  qualification  or
licensing  necessary,  except  where the failure to be so  qualified or licensed
would not have a material adverse effect on the financial  condition,  property,
business or results of operations of the Company and its subsidiaries,  taken as
a whole.

2.2  Enforceability

     All  corporate  action on the part of the  Company  and its  directors  and
stockholders   necessary  for  the   authorization,   execution,   delivery  and
performance  of this  Agreement  and the  Operative  Documents  delivered by the
Company or to which the Company is a party, the consummation of the Merger,  and
the  performance of all the Company's  obligations  under this Agreement and the
Operative Documents delivered by the Company or to which the Company is a party,
has been taken, subject to the approval of the Merger by the stockholders of the
Company. This Agreement and each of the Operative Documents to which the Company
is a party,  has been  duly  executed  and  delivered  by the  Company  and this
Agreement is, and each of the Operative Documents delivered by the Company or to
which the Company is a party is, a legal,  valid and binding  obligation  of the
Company, enforceable against it in accordance with its terms.

2.3  Capitalization

     (a) The  authorized  capital  stock of the Company  consists of  25,000,000
shares of Company Common Stock, par value $.001 per share and 10,000,000  shares
of  Preferred  Stock,  none of which  shares of  Preferred  Stock are issued and
outstanding.



                                      -9-
<PAGE>

     (b) The issued and outstanding capital stock of the Company consists solely
of 6,077,253  shares of Company  Common Stock  (collectively,  the  "Outstanding
Shares").  The Outstanding Shares are, and immediately prior to the Closing will
be, duly authorized and validly issued, fully paid and nonassessable, and issued
in compliance with all applicable  federal and state  securities  laws. True and
correct  copies of the stock  records of the Company  showing all  issuances  of
capital stock of the Company since  inception have been delivered to ShopNow.com
or its counsel.

     (c) As of the date of this Agreement and as of the Closing Date, and except
as  contemplated  by this  Agreement,  there are no outstanding  rights of first
refusal or offer,  preemptive rights, Stock Purchase Rights or other agreements,
either directly or indirectly,  for the purchase or acquisition from the Company
or any  stockholder  of any shares of  Company  Common  Stock or any  securities
convertible  into or exchangeable  for shares of Company Common Stock other than
(i) options to purchase up to (A) 679,000  shares of Company  Common  Stock that
have been  granted  under the  Company's  1998 Stock  Option Plan (the  "Company
Option Plan"), (B) 630,000 shares of Company Common Stock that have been granted
pursuant to a stock option agreement dated July 26, 1999, between Astra Ventures
and the  Company,  (C)  40,000  shares of  Company  Common  Stock that have been
granted  pursuant to a stock option  agreement  between  Kevin  Andersen and the
Company,  (ii) 1,333,333 shares of Company Common Stock issuable upon conversion
of that certain  Convertible  Promissory  Note dated August 27, 1999 in favor of
Alpine Capital LLC (the "Alpine Capital Note"),  (iii) 183,333 shares of Company
Common Stock  issuable  upon  exercise of that certain  warrant dated August 27,
1999 issued to Alpine Capital LLC (the "Alpine Capital  Warrant"),  (iv) 706,000
shares of Company  Common Stock issuable upon exercise of outstanding E Warrants
and (v) shares of Company Common Stock issuable upon conversion of the Momentous
Note.  Set forth on  Schedule  2.3 to the  Company  Disclosure  Memorandum  is a
spreadsheet accurately reflecting the number of options and other Stock Purchase
Rights outstanding,  the grant or issue dates, vesting schedules and exercise or
conversion  prices  thereof and, in each case, the identities of the holders and
an indication of their  relationships  to the Company (if any exist other than a
security  holder).  The Company has delivered to ShopNow.com or its counsel true
and correct  copies of the Company  Option Plan,  all stock  option  agreements,
board  resolutions  and  exercise  documentation  relating  to  options  granted
thereunder  and granted to Astra  Ventures and Kevin Anderson and all agreements
with respect to Stock Purchase  Rights.  Schedule 2.3 to the Company  Disclosure
Memorandum also identifies all options,  warrants or other Stock Purchase Rights
that have been offered in connection  with any employee or consulting  agreement
but that, as of the date hereof, have not been issued or granted.



                                      -10-
<PAGE>

     (d) Except as contemplated by this Agreement, the Company is not a party or
subject  to  any  agreement  or  understanding  and  there  is no  agreement  or
understanding  between any Persons (as defined in Section  2.5) that  affects or
relates  to the  voting  or giving  of  written  consents  with  respect  to any
securities  of the  Company or the voting by any  director  of the  Company.  No
stockholder or any affiliate thereof is indebted to the Company, and the Company
is not indebted to any stockholder or any affiliate thereof.  The Company is not
under any  contractual  or other  obligation  to register  any of its  presently
outstanding securities or any of its securities that may hereafter be issued.

     (e) All rights of refusal,  co-sale rights and registration  rights granted
by the Company with respect to the Company Common Stock or Stock Purchase Rights
of  the  Company  are  described  on  Schedule  2.3 to  the  Company  Disclosure
Memorandum.

     (f) All options,  Stock Purchase  Rights and shares of Company Common Stock
have been granted or issued at fair market value, as determined by the Company's
Board of Directors at the date of grant or issuance.

2.4  Subsidiaries and Affiliates

     The Company does not own, directly or indirectly, any ownership, equity, or
voting interest in, any corporation, partnership, joint venture or other entity,
and has no agreement or commitment to purchase any such interest.

2.5  No Approvals; No Conflicts

     The execution, delivery and performance of this Agreement and the Operative
Documents  by  the  Company  and  the  consummation  by it of  the  transactions
contemplated hereby and thereby will not

     (a)  constitute a violation  (with or without the giving of notice or lapse
of time,  or both)  of any  provision  of law or any  judgment,  decree,  order,
regulation or rule of any court or other  governmental  authority  applicable to
the Company;

     (b) require any  consent,  approval or  authorization  of, or  declaration,
filing  or  registration  with,  any  person,  corporation,  partnership,  joint
venture, association,  organization,  other entity or governmental or regulatory
authority  (a  "Person"),  except for (i)  approval by the  stockholders  of the
Company,  (ii) the filing of all documents  necessary to  consummate  the Merger
with the Washington  Secretary and the Nevada  Secretary,  (iii) the filing of a
premerger  notification  report and all other required  documents by ShopNow.com
and the Company, and the expiration of all applicable waiting periods, under the
Hart-Scott-Rodino Antitrust Improvements Act



                                      -11-
<PAGE>

of 1976,  as amended (the "HSR Act"),  and (iv) any filings with the  Securities
and Exchange  Commission  (the "SEC")  including such reports and information as
may be required  under the  Securities  Exchange  Act of 1934,  as amended  (the
"Exchange Act"), the Securities Act and the rules and regulations promulgated by
the SEC under the Exchange Act or the Securities Act and the  declaration of the
effectiveness of the S-4 (as defined in Section 2.27) by the SEC;

     (c)  result in a default  under  (with or  without  the giving of notice or
lapse of time, or both),  or  acceleration or termination of, or the creation in
any  party  of the  right  to  accelerate,  terminate,  modify  or  cancel,  any
agreement,  lease,  note  or  other  restriction,   encumbrance,  obligation  or
liability  to which the  Company  is a party or by which it is bound or to which
its assets are subject;

     (d) result in the  creation  of any  liens,  mortgages,  pledges,  deeds of
trust,  security  interests,  charges,  encumbrances  or other adverse claims of
interest of any kind (each, an "Encumbrance")  upon any assets of the Company or
the Outstanding Shares;

     (e) conflict  with or result in a breach of or  constitute a default  under
any provision of the Company's Articles of Incorporation or Bylaws, or

     (f) invalidate or adversely affect any permit,  license or authorization or
status used in the conduct of the Company's business.

2.6  SEC Documents; Financial Statements

     (a) The Company has filed all forms,  reports and documents  required to be
filed by it with the SEC since June 8, 1998 (the date the Company first became a
reporting  Company  under the Exchange  Act) through the date of this  Agreement
(collectively,  the  "Company SEC  Documents").  As of their  respective  filing
dates,  the Company SEC  Documents  complied in all material  respects  with the
requirements  of the Exchange Act or the Securities Act, as the case may be, and
the rules and  regulations of the SEC thereunder  applicable to such Company SEC
Documents,  and none of the Company SEC Documents contained any untrue statement
of a material  fact or omitted to state a material  fact  required  to be stated
therein or necessary in order to make the  statements  therein,  in light of the
circumstances under which they were made, not misleading. As of their respective
filing dates,  the financial  statements of the Company  included in the Company
SEC Documents (the "Company  Financial  Statements")  complied as to form in all
material  respects  with all  applicable  accounting  requirements  and with the
published  rules  and  regulations  of the SEC  with  respect  thereto  and were
prepared in accordance with generally accepted  accounting  principles  ("GAAP")
consistently applied (except as may be indicated in the notes thereto) and



                                      -12-
<PAGE>

fairly presented,  in all material respects, the consolidated financial position
of the Company and its  subsidiaries  as at the dates thereof and the results of
their operations and cash flows for the periods then ended (subject, in the case
of unaudited statements,  to normal, recurring audit adjustments not material in
scope or amount).  There has been no change in the Company's accounting policies
or the methods of making  accounting  estimates or changes in estimates that are
material to the Company Financial  Statements,  except as described in the notes
thereto.  The balance  sheet of the Company as of  September  30, 1999 is herein
referred to as the "Company Balance Sheet".

     (b) The  Company  has  delivered  to  ShopNow.com  copies of the  Company's
unaudited  consolidated  balance  sheet as of  September  30,  1999,  and income
statement and  statement of cash flows for the period ended  September 30, 1999.
Such financial  statements:  (i) are in accordance with the books and records of
the  Company;  (ii)  fairly  present  in all  material  respects  the  Company's
financial  condition at the date therein indicated and the results of operations
for the period  therein  indicated and the results of operations  for the period
therein specified;  and (iii) have been prepared in accordance with GAAP applied
on a  consistent  basis  (except  for the absence of any  footnotes  required by
GAAP).

     (c) The Company has  heretofore  furnished  to  ShopNow.com  a complete and
correct copy of any amendments or  modifications,  which have not yet been filed
with the SEC but which are  required to be filed,  to  agreements,  documents or
other  instruments  which  previously had been filed by the Company with the SEC
pursuant to the Securities Act or the Exchange Act.

     (d) The Company and its subsidiaries, taken as a whole, have no liabilities
or obligations (whether absolute, accrued or contingent) except (i) liabilities,
obligations or contingencies that are accrued or reserved against in the Company
Balance  Sheet or reflected in the notes  thereto or disclosed in the  financial
statements  of the Company  filed as a part of the Company SEC  Documents,  (ii)
liabilities, obligations or contingencies that would not have a material adverse
effect on the  business,  operations,  prospects or  financial  condition of the
Company, or (iii) additional liabilities,  obligations or contingencies reserved
against since the date of the Company  Balance Sheet that (x) have arisen in the
ordinary course of business and (y) are accrued or reserved against on the books
and records of the Company and its subsidiaries.

     (e) Except as disclosed  in the Company SEC  Documents as filed and amended
before the date hereof and as contemplated by this Agreement, since



                                      -13-
<PAGE>

September  30,  1999,  no material  adverse  change in the  business,  financial
condition, results of operations or prospects of Company has occurred.

2.7  Absence of Certain Changes or Events

     Except for transactions specifically contemplated in this Agreement,  since
the date of the  Company  Balance  Sheet,  neither  the  Company  nor any of its
officers  or  directors  in their  representative  capacities  on  behalf of the
Company have:

     (a)  taken  any  action  or  entered  into or  agreed  to  enter  into  any
transaction,  agreement  or  commitment  other  than in the  ordinary  course of
business;

     (b) forgiven or canceled any indebtedness or waived any claims or rights of
material value (including,  without  limitation,  any indebtedness  owing by any
stockholder, officer, director, employee or affiliate of the Company);

     (c)  granted any  increase  in the  compensation  of  directors,  officers,
employees or consultants;

     (d) suffered any change having a material  adverse  effect on the Company's
business  operations,  assets,  liabilities  (absolute,  accrued,  contingent or
otherwise), condition (financial or otherwise) or prospects;

     (e) borrowed or agreed to borrow any funds,  incurred or become subject to,
whether  directly  or by  way of  assumption  or  guarantee  or  otherwise,  any
obligations  or  liabilities  (absolute,  accrued,  contingent  or otherwise) in
excess of $10,000 individually or in excess of $20,000 in the aggregate,  except
liabilities and obligations that are incurred in the ordinary course of business
and consistent  with past practice,  or increased,  or experienced any change in
any assumptions underlying or methods of calculating,  any bad debt, contingency
or other reserves;

     (f) paid,  discharged  or satisfied  any material  claims,  liabilities  or
obligations (absolute, accrued, contingent or otherwise) other than the payment,
discharge or satisfaction in the ordinary course of business and consistent with
past  practice of claims,  liabilities  and  obligations  reflected  or reserved
against in the  Company  Balance  Sheet or incurred  in the  ordinary  course of
business and consistent with past practice since the date of the Company Balance
Sheet,  or prepaid any  obligation  having a fixed maturity of more than 90 days
from the date such obligation was issued or incurred;

     (g)  knowingly  permitted or allowed any of its  property or assets  (real,
personal or mixed, tangible or intangible) to be subjected to any Encumbrance;



                                      -14-
<PAGE>

     (h)  purchased or sold,  transferred  or  otherwise  disposed of any of its
material properties or assets (real, personal or mixed, tangible or intangible);

     (i)  disposed  of or  permitted  to  lapse  any  rights  to the  use of any
trademark,  trade name, patent or copyright,  or disposed of or disclosed to any
Person without obtaining an appropriate  confidentiality agreement from any such
Person any trade secret,  formula,  process or know-how not theretofore a matter
of public knowledge;

     (j) made any single capital  expenditure or commitment in excess of $10,000
for  additions to property,  plant,  equipment or intangible  capital  assets or
otherwise  or made  aggregate  capital  expenditures  in excess of  $20,000  for
additions  to  property,  plant,  equipment  or  intangible  capital  assets  or
otherwise;

     (k) made any change in accounting  methods or practices or internal control
procedure;

     (l) issued any capital stock or other securities,  or declared, paid or set
aside for payment any dividend or other  distribution  in respect of its capital
stock, or redeemed, purchased or otherwise acquired, directly or indirectly, any
shares  of  capital  stock or other  securities  of the  Company,  or  otherwise
permitted the  withdrawal  by any of the holders of Company  Common Stock of any
cash or other  assets  (real,  personal or mixed,  tangible or  intangible),  in
compensation,  indebtedness or otherwise, other than payments of compensation in
the ordinary course of business and consistent with past practice;

     (m) paid, loaned or advanced any amount to, or sold,  transferred or leased
any  properties or assets (real,  personal or mixed,  tangible or intangible) to
any of the stockholders or any of the Company's officers, directors or employees
or any affiliate of any of the  stockholders  of the Company or of the Company's
officers,  directors  or  employees,  except  compensation  paid to officers and
employees  at rates not  exceeding  the rates of  compensation  paid  during the
fiscal  year  last  ended  and  except  for   advances   for  travel  and  other
business-related expenses; or

     (n) agreed,  whether in writing or otherwise,  to take any action described
in this Section 2.7.

2.8  Taxes

     (a) (i) All Tax Returns (as  defined  below)  required to be filed by or on
behalf of the Company  have been timely  filed and all such Tax Returns were (at
the time they were filed) and are true,  correct and  complete in all  respects;
(ii) all Taxes (as



                                      -15-
<PAGE>

defined below) of the Company  (whether or not reflected on any Tax Return) have
been fully and timely paid; (iii) no waivers of statutes of limitation have been
given or  requested  with  respect  to the  Company in  connection  with any Tax
Returns  covering the Company  with respect to any Taxes  payable by it; (iv) no
taxing  authority in a jurisdiction  where the Company does not file Tax Returns
has made a claim,  assertion or threat to the Company that the Company is or may
be subject to  taxation  by such  jurisdiction,  and the  Company has never been
subject to state  taxes  (other  than  payroll  taxes that were fully and timely
withheld and paid) in any state other than Washington;  (v) the Company has duly
and timely withheld from employee  salaries,  wages and other  compensation  and
paid over to the appropriate  governmental  authority all amounts required to be
so withheld and paid over for all periods under all applicable  laws; (vi) there
are no liens with  respect to Taxes on any of the  Company's  property or assets
other than  liens for  current  Taxes not yet  payable;  (vii)  there are no Tax
rulings,  requests for rulings,  or closing  agreements  relating to the Company
that could affect the liability for Taxes or the amount of taxable income of the
Company  for any period  (or  portion of a period)  after the date  hereof;  and
(viii) any adjustment of Taxes of the Company made by the IRS (as defined below)
in any  examination  that is required to be reported to the  appropriate  state,
local or foreign taxing authorities has been reported,  and any additional Taxes
due with respect thereto have been paid.

     (b) Neither  the Company nor any other  Person on behalf of the Company (i)
has filed a consent  pursuant  to  Section  341(f) of the Code or agreed to have
Section 341(f)(2) of the Code apply to any disposition of a subsection (f) asset
(as such term is defined in Section 341(f)(4) of the Code) owned by the Company;
(ii) has executed or entered into a closing  agreement  pursuant to Section 7121
of the Code or any  predecessor  provision  thereof or any similar  provision of
state,  local or foreign  law; or (iii) has agreed to or is required to make any
adjustments  pursuant to Section 481(a) of the Code or any similar  provision of
state, local or foreign law by reason of a change in accounting method initiated
by the Company or has notice that a governmental authority has proposed any such
adjustment or change in accounting method.

     (c) There is no outstanding  dispute or claim  concerning any Tax liability
of the Company, nor to the knowledge of the Company is any such claim or dispute
pending. Schedule 2.8 to the Company Disclosure Memorandum lists all Tax Returns
filed with  respect to the  Company for  taxable  periods  ended on or after the
Company's  inception or the inception of any predecessor that have been audited,
and indicates  those Tax Returns that  currently  are the subject of audit.  The
Company has  delivered to  ShopNow.com  correct and  complete  copies of all Tax
Returns,  examination reports and statements of deficiencies assessed against or
agreed to by the Company since the Company's inception.



                                      -16-
<PAGE>

     (d)  The  Company  has not  been a  United  States  real  property  holding
corporation  within  the  meaning of Section  897(c)(2)  of the Code  during the
applicable period specified in Section 897(c)(1)(A)(ii) of the Code.

     (e) The Company is not a party to any Tax allocation or sharing  agreement.
The Company (i) has not been a member of a Tax Group (as defined below) filing a
consolidated  income Tax Return  under  Section 1501 of the Code (or any similar
provision of state,  local or foreign law) and (ii) does not have any  liability
for Taxes of any Person  under  Treasury  Regulations  Section  1.1502-6 (or any
similar provision of state, local or foreign law) or by operation of law or as a
transferee or successor by contract or otherwise.

     (f) The unpaid  Taxes of the Company (i) did not, as of December  31, 1999,
exceed the  reserve for Tax  liability  set forth on the face  (rather  than any
reserve for deferred Taxes  established to reflect  timing  differences  between
book and Tax  income) of the Company  Balance  Sheet and (ii) do not exceed that
reserve as  adjusted  for the  passage of time and  operations  in the  ordinary
course of business through the Closing Date.

     (g) The aggregate net income tax losses (including net operating losses) of
the Company have exceeded its taxable  income for all periods and there has been
no ownership change, as defined in Section 382(g) of the Code (or any comparable
provision of state or local or foreign law),  with respect to the Company during
or after any taxable period in which the Company  incurred a net operating loss.
The Company has no liability for unpaid income taxes.  (including  any liability
for  penalties or interest  with  respect to such taxes).  The Company has never
owed income taxes for any tax year (including the portion of the tax year ending
on the date hereof).

     (h) All options  that the Company has treated as  incentive  stock  options
under Section 421 of the Code meet the requirements of Section 422 of the Code.

     As used in this  Agreement,  the  following  terms shall have the following
meanings:

     "Taxes" means all foreign,  federal, state, county or local taxes, charges,
fees, levies, imposts, duties and other assessments,  including, but not limited
to, any income,  alternative minimum or add-on,  estimated,  gross income, gross
receipts,  sales,  use,  transfer,   transactions,   intangibles,   ad  valorem,
value-added,  franchise, registration, title, license, capital, paid-up capital,
profits, withholding, payroll, employment, excise, severance, stamp, occupation,
premium,  real property,  recording,  personal  property,  federal  highway use,
commercial  rent,  environmental  (including,  but not limited  to,  taxes under
Section 59A of the Code) or windfall profit tax, custom, duty or other tax,



                                      -17-
<PAGE>

governmental  fee or other  like  assessment  or charge of any kind  whatsoever,
together with any  interest,  penalties or additions to tax; and "Tax" means any
of the foregoing Taxes.

     "Tax  Group"  means any  federal,  state,  local or  foreign  consolidated,
affiliated, combined, unitary or other similar group of which the Company is now
or was formerly a member.

     "Tax  Returns"  means any  return,  declaration,  report,  claim or refund,
information  return,  statement  or other  similar  document  relating to Taxes,
including  any schedule or  attachment  thereto,  and  including  any  amendment
thereof.

2.9  Property

     (a) The Company owns no real property  other than the  leasehold  interests
described on Schedule  2.9(a) to the Company  Disclosure  Memorandum  (the "Real
Property").  The Company has  delivered to  ShopNow.com  or its counsel true and
complete copies of all written leases, subleases,  rental agreements,  contracts
of sale,  tenancies  or  licenses  relating  to the Real  Property  and  written
summaries  of the  terms  of any  oral  leases,  subleases,  rental  agreements,
contracts of sale, tenancies or licenses to which the Real Property is subject.

     (b)  Schedule  2.9(b)  to the  Company  Disclosure  Memorandum  contains  a
complete and accurate list of each item of personal  property  having a value in
excess of $10,000  that is owned,  leased,  rented or used by the  Company  (the
"Personal  Property");  provided that such list need not describe the Technology
or the IP Rights (as  defined in  Sections  2.14.2  and  2.14.5,  respectively),
listed on Schedule 2.14 to the Company  Disclosure  Memorandum.  The Company has
delivered  to  ShopNow.com  true and complete  copies of all leases,  subleases,
rental  agreements,  contracts  of sale,  tenancies  or  licenses  to which  the
Personal Property is subject. The gross value of the Company's assets (including
the  assets  of  Cascade  Trade  Association)  at  the  time  of  the  Company's
reincorporation as a Nevada corporation did not exceed $500,000.

     (c) The Real Property and the Personal  Property include all the properties
and assets  (whether real,  personal or mixed,  tangible or  intangible)  (other
than, in the case of the Personal  Property,  property rights with an individual
value of less than $10,000 and the  Technology  and IP Rights)  reflected in the
Company Balance Sheet.  The Real Property and the Personal  Property include all
material property used in the business of the Company, other than the Technology
and IP Rights.  The  Company's  offices and other  structures  and its  Personal
Property  are in good  operating  condition  and  repair,  normal  wear and tear
excepted, are adequate for the uses to which they are



                                      -18-
<PAGE>

being put, and, to the Company's knowledge, comply in all material respects with
applicable safety and other laws and regulations.

     (d) The Company's leasehold interest in each parcel of the Real Property is
free and clear of all Encumbrances.  To the Company's  knowledge,  each lease of
any portion of the Real Property is valid, binding and enforceable in accordance
with its terms against the parties  thereto and against any other Person with an
interest  in such Real  Property,  the  Company has  performed  in all  material
respects all obligations imposed on it thereunder,  and neither the Company nor,
to the  knowledge  of  the  Company,  any  other  party  thereto  is in  default
thereunder,  nor is there any event that with notice or lapse of time,  or both,
would constitute a default thereunder by the Company or, to the knowledge of the
Company,  by any other party.  The Company has not granted any lease,  sublease,
tenancy or license of, or entered into any rental  agreement or contract of sale
with respect to, any portion of the Real Property.

     (e) The Personal Property is free and clear of all Encumbrances, and, other
than leased Personal  Property that is so noted on the list supplied pursuant to
Section  2.9(b),  the Company  owns such  Personal  Property.  To the  Company's
knowledge,  each lease,  license,  rental  agreement,  contract of sale or other
agreement  to which the  Personal  Property  is  subject is valid,  binding  and
enforceable  in  accordance  with its terms  against  the parties  thereto,  the
Company has  performed in all material  respects all  obligations  imposed on it
thereunder,  and neither the Company nor, to the  knowledge of the Company,  any
other party thereto is in default  thereunder,  nor is there any event that with
notice or lapse of time, or both,  would constitute a default by the Company or,
to the knowledge of the Company, any other party thereunder. The Company has not
granted any lease,  sublease,  tenancy or license of any portion of the Personal
Property, except in the ordinary course of business.

2.10 Contracts

     2.10.1 Material Contracts

     As of the date of this Agreement, all of the Company's "material contracts"
as such term is defined under Item 601 of Regulation  S-K, have been filed under
the  Exchange  Act.  Except to the extent that such  agreements  have expired by
their own terms, each agreement  disclosed by the Company under the Exchange Act
is in full force and  effect,  except  where the failure to be in full force and
effect would not have a material adverse affect on the business condition of the
Company.  None of the parties to any of such agreements have terminated,  except
when such  agreements  have  expired  under  their own terms.  The  Company  has
provided to  ShopNow.com  lease  documents for any real or personal  property in
which the amount of  payments  that the Company is required to make on an annual
basis exceeds $20,000 and that have not



                                      -19-
<PAGE>

been filed as an exhibit to any  Company SEC  Documents.  Except as set forth on
Schedule  2.10.1  to the  Company  Disclosure  Memorandum  and the  Company  SEC
Documents, the Company has no

     (a) contracts with directors,  officers,  stockholders,  employees, agents,
consultants,  advisors,  salespeople,  sales  representatives,  distributors  or
dealers that cannot be canceled by the Company  within 30 days'  notice  without
liability,  penalty or premium,  any agreement or arrangement  providing for the
payment  of  any  bonus  or  commission  based  on  sales  or  earnings,  or any
compensation  agreement or arrangement affecting or relating to former employees
of the Company;

     (b)  employment  agreement,  whether  express  or  implied,  or  any  other
agreement for services that contains severance or termination pay liabilities or
obligations;

     (c)  noncompetition  agreement or other  arrangement that would prevent the
Company from carrying on its business anywhere in the world;

     (d)  notice  that any party to any  material  contract  intends  to cancel,
terminate or refuse to renew such  contract (if such  contract is  renewable) or
materially modify such contract;

     (e)  material  dispute  with  any of  its  suppliers,  material  customers,
distributors, OEM resellers, licensors or licensees;

     (f)  product  distribution  agreement,  development  agreement  or  license
agreement  as licensor or licensee  (except for standard  nonexclusive  software
licenses granted to end-user  customers in the ordinary course of business,  the
form of which has been provided to ShopNow.com,  or standard licenses  purchased
by the Company for off-the-shelf software);

     (g) joint  venture  contract or  arrangement  or any other  agreement  that
involves a sharing of profits with other persons;

     (h)  instrument  evidencing  indebtedness  for  borrowed  money by way of a
direct loan, sale of debt  securities,  purchase money  obligation,  conditional
sale or guarantee,  or otherwise,  except for trade indebtedness incurred in the
ordinary  course of business,  and except as disclosed in the Company  Financial
Statements; and

     (i)  agreements  or  commitments  to  provide  indemnification,  except  as
provided in the  Company's  Articles of  Incorporation,  Bylaws and under Nevada
Law.



                                      -20-
<PAGE>

     2.10.2 Required Consents

     The execution and delivery of this  Agreement  and the  performance  of the
obligations  of the Company  hereunder  will not  constitute a default under any
material contracts or agreements to which the Company is currently a party or by
which the Company currently is bound and do not require the consent or waiver of
any other party to any such  contract or  agreement,  except for those  consents
and/or waivers listed on Schedule 2.10.2 to the Company  Disclosure  Memorandum,
all of which will be obtained on or prior to the Closing.

2.11 Claims and Legal Proceedings

     Except as set  forth on  Schedule  2.11 and  Schedule  2.14 to the  Company
Disclosure  Memorandum,  there  are no  claims,  actions,  suits,  arbitrations,
mediations,  investigations  or proceedings  pending or, to the knowledge of the
Company,  threatened  against the Company before or by any court or governmental
or   nongovernmental   department,   commission,   board,   bureau,   agency  or
instrumentality, or any other Person. To the knowledge of the Company, except as
set  forth  on  Schedule  2.11  and  Schedule  2.14  to the  Company  Disclosure
Memorandum,  there is no valid basis for any claim, action,  suit,  arbitration,
proceeding or investigation before or by any Person. There are no outstanding or
unsatisfied judgments, orders, decrees or stipulations to which the Company is a
party.  Schedule  2.11  to  the  Company  Disclosure  Memorandum  sets  forth  a
description  of any  material  disputes  that have been  settled or  resolved by
litigation or arbitration since the Company's inception.

2.12 Labor and Employment Matters

     There are no material labor disputes,  employee  grievances or disciplinary
actions  pending or, to the  knowledge  of the  Company,  threatened  against or
involving the Company or any of its present or former employees. The Company has
complied  in all  material  respects  with all  provisions  of law  relating  to
employment and employment practices,  terms and conditions of employment,  wages
and hours.  The Company is not engaged in any unfair  labor  practice and has no
liability  for any arrears of wages or Taxes or penalties  for failure to comply
with any such provisions of law. There is no labor strike, dispute,  slowdown or
stoppage  pending or, to the  knowledge  of the Company,  threatened  against or
affecting the Company,  and the Company has not experienced any work stoppage or
other  labor  difficulty  since  its  incorporation.  No  collective  bargaining
agreement  is  binding on the  Company.  The  Company  has no  knowledge  of any
organizational efforts presently being made or threatened by or on behalf of any
labor union with respect to employees of the Company. Each employee, officer and
consultant  of the Company has  executed a  nondisclosure  agreement in the form
provided to ShopNow.com. To the knowledge of the Company, no employee (or



                                      -21-
<PAGE>

person performing  similar functions) of the Company is in violation of any such
agreement  or  any  employment  agreement,   noncompetition  agreement,   patent
disclosure agreement,  invention assignment agreement,  proprietary  information
agreement or other contract or agreement  relating to the  relationship  of such
employee with the Company or any other party.

     Schedule 2.12 to the Company Disclosure  Memorandum lists (a) the names and
current  compensation  amounts of all directors and officers of the Company; (b)
the wage  rates for  non-salaried  and  non-officer  salaried  employees  of the
Company  by  classification,  and all union  contracts  (if any);  (c) all group
insurance programs in effect for employees of the Company; and (d) the names and
current compensation packages of all independent  contractors and consultants of
the  Company.  The  Company  is  not  in  default  with  respect  to  any of its
obligations  referred to in clause (b) above and has no, and will not incur any,
obligation  or liability  for severance or back pay owed through or by virtue of
the  Merger.  Except as  disclosed  on Schedule  2.12 to the Company  Disclosure
Memorandum, all employees of the Company are employed on an "at will" basis, and
are  eligible  to work and are  lawfully  employed  in the United  States.

2.13 Employee Benefit Plans

     2.13.1 Employee Benefit Plan Listing

     Schedule 2.13.1 to the Company  Disclosure  Memorandum  contains a complete
and accurate list of all Employee Benefit Plans (as defined below).  The Company
does not have any  agreement,  arrangement,  commitment or obligation to create,
enter into or contribute to any  additional  Employee  Benefit Plan or to modify
any existing Employee Benefit Plan. There has been no amendment,  interpretation
or other announcement or communication  (written or oral) by the Company (or any
other Person)  relating to, or change in  participation  or coverage under,  any
Employee Benefit Plan that, either alone or together with other such occurrences
or events,  could  materially  increase the expense of maintaining  the Employee
Benefit Plans above the level of expense  incurred with respect  thereto for the
most recent fiscal year included in the Company Financial Statements.  The terms
of each  Employee  Benefit  Plan permit the Company to amend or  terminate  such
Employee Benefit Plan at any time and for any reason without penalty or material
expense.

     2.13.2 Documents Provided

     The Company has delivered to ShopNow.com true,  correct and complete copies
(or, in the case of  unwritten  Employee  Benefit  Plans,  descriptions)  of all
Employee Benefit Plans (and all amendments  thereto),  along with, to the extent
applicable to the



                                      -22-
<PAGE>

particular  Employee Benefit Plan,  copies of the following:  (a) the last three
annual  reports (Form 5500 series)  filed with respect to such Employee  Benefit
Plan; (b) all summary plan descriptions, summaries of material modifications and
material employee manuals and  communications  filed or distributed with respect
to such Employee Benefit Plan during the last three years; (c) all contracts and
agreements (and any amendments  thereto) relating to such Employee Benefit Plan,
including,  without  limitation,  all trust  agreements,  investment  management
agreements,  annuity  contracts,  insurance  contracts,  bonds,  indemnification
agreements  and service  provider  agreements;  (d) all  written  communications
relating to the  amendment,  creation or  termination  of such Employee  Benefit
Plan,  or an  increase  or decrease  in  benefits,  acceleration  of payments or
vesting or other  events that could  result in  liability to the Company sent or
received  during the last three  years;  (e) all  correspondence  to or from any
governmental  entity or agency  relating to such  Employee  Benefit Plan sent or
received during the last three years; (f) all COBRA (as defined below) and HIPAA
(as defined below) forms and notices  currently in use; and (g) all coverage and
nondiscrimination tests performed with respect to such Employee Benefit Plan for
the last three years.

     2.13.3 Compliance

     With respect to each Employee  Benefit Plan: (a) such Employee Benefit Plan
is,  and at all  times  since  inception  has  been,  maintained,  administered,
operated and funded in all respects in accordance with its terms and in material
compliance with all applicable  requirements of all applicable  laws,  statutes,
orders, rules and regulations,  including, without limitation, ERISA (as defined
below),  COBRA,  HIPAA and the Code;  (b) the  Company,  each  fiduciary of such
Employee  Benefit  Plan and all  other  Persons  have,  at all  times,  properly
performed all obligations in all material respects, whether arising by operation
of law or by contract,  required to be  performed  by any of them in  connection
with such  Employee  Benefit  Plan;  (c) all reports,  Tax Returns,  information
returns and other information and returns relating to such Employee Benefit Plan
required to be filed with any governmental entity or agency have been accurately
completed and timely and properly filed;  (d) all notices,  statements,  reports
and  other  disclosure  required  to be  given or made to  participants  in such
Employee Benefit Plan or their beneficiaries have been accurately  completed and
timely and  properly  disclosed  or  provided;  (e)  neither the Company nor any
fiduciary of such Employee  Benefit Plan has engaged in any transaction or acted
or failed to act in a manner that violates the fiduciary  requirements  of ERISA
or any other  applicable  law;  (f) no  transaction  or event has occurred or is
threatened  or  about  to  occur  (including,  without  limitation,  any  of the
transactions  contemplated in or by this Agreement or any of the other Operative
Documents) that constitutes or could  constitute a "prohibited  transaction," as
defined in Section 4975 of the Code or Section 406 or 407 of ERISA;



                                      -23-
<PAGE>

and (g) the Company has not  incurred,  and there  exists no condition or set of
circumstances in connection with which the Company,  ShopNow.com,  Merger Sub or
any of their  affiliates  could  incur,  directly or  indirectly,  any  material
liability or expense  (except for routine  contributions  and benefit  payments)
under ERISA,  the Code or any other  applicable  law,  statute,  order,  rule or
regulation  with  respect  to such  Employee  Benefit  Plan or  pursuant  to any
indemnification or similar agreement related to such Employee Benefit Plan.

     2.13.4 Qualification

     No Employee Benefit Plan is intended to be qualified under Section 401(a)

     2.13.5 Contributions and Premium Payments

     All  contributions,  premiums and other payments due or required to be paid
to (or with respect to) each Employee Benefit Plan have been timely paid, or, if
not yet due, have been fully reserved for, and  specifically  identified in, the
Closing Balance Sheet.

     2.13.6 Related Employers

     The Company is not, and has never been, a member of (a) a controlled  group
of  corporations,  within the meaning of Section 414(b) of the Code, (b) a group
of trades or  businesses  under  common  control,  within the meaning of Section
414(c) of the Code,  (c) an  affiliated  service  group,  within the  meaning of
Section  414(m) of the Code,  or (d) any other  group of  Persons  treated  as a
single employer under Section 414(o) of the Code.

     2.13.7 Certain Pension Plans

     The Company does not maintain or contribute to, and has never maintained or
contributed to (or been obligated to contribute to), any  multiemployer  plan as
defined in Section  3(37) or Section  4001(a)(3) of ERISA or 414(f) of the Code,
any multiple  employer  plan within the meaning of Section 4063 or 4064 of ERISA
or Section  413(c) of the Code or any  employee  benefit  plan,  fund,  program,
contract or arrangement that is subject to Section 412 of the Code,  Section 302
of ERISA or Title IV of ERISA.

     2.13.8 Post-Termination Benefits

     Neither the  Company  nor any  Employee  Benefit  Plan  provides or has any
obligation  to provide (or  contribute  toward the cost of)  post-employment  or
post-termination benefits of any kind, including,  without limitation, death and
medical



                                      -24-
<PAGE>

benefits,  with  respect to any  current  or former  officer,  employee,  agent,
director or independent  contractor of the Company,  other than (a) continuation
coverage  mandated by Sections 601 through 608 of ERISA and Section  4980B(f) of
the Code, and (b) deferred  compensation  that is accrued as a current liability
on the Closing Balance Sheet.

     2.13.9 Parachute Payments

     The  Company  has not  made  any  payments,  is not  obligated  to make any
payments and is not a party to any agreement  that could obligate it to make any
payments  that would not be  deductible  under  Section 280G of the Code (or any
similar provision of state, local or foreign law).

     2.13.10 Suits, Claims and Investigations

     There are no  actions,  suits or claims  (other  than  routine  claims  for
benefits)  pending or, to the knowledge of the Company,  threatened with respect
to (or against the assets of) any Employee  Benefit Plan,  nor, to the knowledge
of the Company, is there a basis for any such action, suit or claim. No Employee
Benefit  Plan is currently  under  investigation,  audit or review,  directly or
indirectly,  by the IRS,  the DOL (as defined  below) or any other  governmental
entity or agency,  and,  to the  knowledge  of the  Company,  no such  action is
contemplated  or  under   consideration  by  the  IRS,  the  DOL  or  any  other
governmental entity or agency.

     2.13.11 Payments Resulting from Transactions

     Except  as  set  forth  on  Schedule  2.13.11  to  the  Company  Disclosure
Memorandum,  either the  execution  and delivery of this  Agreement or the other
Operative Documents nor the consummation of the transactions contemplated in (or
by) this Agreement or the other  Operative  Documents  (either alone or together
with any  other  transaction  or  event)  will (a)  entitle  any  individual  to
severance pay, unemployment  compensation or any other payment from the Company,
ShopNow.com,  Merger Sub, any of their  affiliates or any Employee Benefit Plan,
(b) increase the amount of compensation due to any individual, (c) result in any
benefit or right becoming  established  or increased,  or accelerate the time of
payment or vesting of any  benefit,  under any  Employee  Benefit  Plan,  or (d)
require  the  Company,  ShopNow.com,  Merger Sub or any of their  affiliates  to
transfer or set aside any assets to fund or  otherwise  provide for any benefits
for any individual.




                                      -25-
<PAGE>

     2.13.12 Definitions

     As used in this  Agreement,  the  following  terms shall have the following
meanings:

     (a)  "COBRA" means the Consolidated  Omnibus Budget  Reconciliation  Act of
          1985, as amended.

     (b) "DOL" means the United States Department of Labor.

     (c) "Employee Benefit Plan" means any retirement,  pension, profit sharing,
deferred  compensation,  stock  bonus,  savings,  bonus,  incentive,  cafeteria,
medical, dental, vision,  hospitalization,  life insurance, accidental death and
dismemberment, medical expense reimbursement, dependent care assistance, tuition
reimbursement,  disability,  sick pay, holiday, vacation,  severance,  change of
control, stock purchase, stock option, stock appreciation rights, fringe benefit
or other employee benefit plan, fund, policy, program, contract,  arrangement or
payroll practice (including, without limitation, any "employee benefit plan," as
defined in Section  3(3) of ERISA) or any  employment,  consulting  or  personal
services contract, whether written or oral, qualified or nonqualified, or funded
or unfunded,  (i)  sponsored,  maintained or contributed to by the Company or to
which the Company is a party,  (ii) covering or benefiting any current or former
officer,  employee, agent, director or independent contractor of the Company (or
any dependent or beneficiary of any such  individual),  or (iii) with respect to
which the Company has (or could have) any obligation or liability.

     (d) "ERISA" means the Employee  Retirement  Income Security Act of 1974, as
amended.

     (e) "HIPAA" means the Health Insurance  Portability and  Accountability Act
of 1997, as amended.

     (f) "IRS" means the United States Internal Revenue Service.

2.14 Intellectual Property

     2.14.1 General

     The  Company  owns or is licensed  and has all rights that are  required to
conduct its business as now  conducted and as proposed to be conducted in and to
the  following:  (a) all products,  tools,  computer  programs,  specifications,
source code, object code, graphics, devices,  techniques,  algorithms,  methods,
processes,  procedures,  packaging,  trade dress, formulae,  drawings,  designs,
improvements,  discoveries,  concepts,  user  interfaces,  development and other
tools, content, inventions (whether or not patentable



                                      -26-
<PAGE>

or  copyrightable  and  whether or not  reduced to  practice),  designs,  logos,
themes, know-how,  concepts and other technology that are now, or during the two
years prior to the date of this  Agreement  have been, or currently are proposed
to be, developed, produced, used, marketed or sold by the Company (collectively,
the  "Technology-Related  Assets");  and (b) all intellectual property and other
proprietary  rights  in  the  Technology-Related   Assets,  including,   without
limitation,  all trade names,  trademarks,  domain names,  service marks, logos,
brand names and other  identifiers,  trade secrets,  copyrights and domestic and
foreign  letters  patent,   and  the  registrations,   applications,   renewals,
extensions  and  continuations  (in  whole or in  part)  thereof,  all  goodwill
associated  therewith  and all rights  and  causes of action  for  infringement,
misappropriation,   misuse,   dilution  or  unfair  trade  practices  associated
therewith.

     2.14.2 Company Technology

     Schedule 2.14.2 to the Company  Disclosure  Memorandum sets forth a list of
all  products  and tools  developed,  produced,  used,  marketed  or sold by the
Company during the two years prior to the date of this Agreement,  together with
all  prior  versions,  predecessors  or  precursors  to such  products  or tools
(collectively,  the  "Products").  Except for the Third Party  Technologies  (as
defined  in Section  2.14.3  hereof),  the  Company  owns all  right,  title and
interest in and to the  following  (collectively,  the  "Technology"),  free and
clear of all  Encumbrances:  (a) the Products,  together with any and all codes,
techniques,  software tools, formats, designs, user interfaces,  content related
thereto;  (b) any and all  updates,  enhancements,  corrections,  modifications,
improvements  and new  releases  related  to the items  set forth in clause  (a)
above;  (c) any and all technology and work in progress related to the items set
forth  in  clauses  (a) and (b)  above;  and  (d) all  inventions,  discoveries,
processes,   designs,   trade  secrets,   know-how  and  other  confidential  or
proprietary  information related to the items set forth in clauses (a), (b), and
(c) above.  The Technology,  excluding the Third Party  Technologies (as defined
below), is sometimes referred to herein as the "Company Technology."

     2.14.3 Third Party Technology

     Schedule 2.14.3 to the Company  Disclosure  Memorandum sets forth a list of
all Technology used in the Company's business for which the Company does not own
all right, title and interest  (collectively,  the "Third Party  Technologies"),
and all license  agreements or other contracts pursuant to which the Company has
the right to use (in the manner used by the  Company,  or intended or  necessary
for use with the Company  Technology) the Third Party  Technologies  (the "Third
Party  Licenses"),   indicating,  with  respect  to  each  of  the  Third  Party
Technologies  listed  therein,  the owner  thereof and the Third  Party  License
applicable thereto. The Company has the lawful right to



                                      -27-
<PAGE>

use (free of any material  restriction)  (a) all Third Party  Technology that is
incorporated  in or  used  in the  development  or  production  of  the  Company
Technology and (b) all other Third Party Technology necessary for the conduct of
the Company's business as now conducted and as proposed to be conducted.  To the
Company's  knowledge,  all Third Party  Licenses are valid,  binding and in full
force and effect;  the Company and, to the knowledge of the Company,  each other
party thereto has performed in all material respects his, her or its obligations
thereunder;  and neither the Company nor, to the  knowledge of the Company,  any
other party thereto is in material default  thereunder,  nor to knowledge of the
Company has there occurred any event or  circumstance  that with notice or lapse
of time or both  would  constitute  a default or event of default on the part of
the Company or, to the knowledge of the Company, any other party thereto or give
to any other  party  thereto  the right to  terminate  or modify any Third Party
License.  The Company has not received  notice that any party to any Third Party
License intends to cancel, terminate or refuse to renew such Third Party License
or to exercise or decline to exercise any option or right thereunder.

     2.14.4 Trademarks

     Schedule 2.14.4 to the Company  Disclosure  Memorandum sets forth a list of
all  trademarks,  trade  names,  brand  names,  service  marks,  logos  or other
identifiers  for the Products or  otherwise  used by the Company in its business
(the  "Marks").  The Company has full legal and beneficial  ownership,  free and
clear  of any  Encumbrances,  of all  rights  conferred  by use of the  Marks in
connection  with the Products or otherwise in the Company's  business and, as to
those Marks that have been  registered in the United States Patent and Trademark
Office, by federal registration of the Marks.

     2.14.5 Intellectual Property Rights

     Schedule  2.14.5  to the  Company  Disclosure  Memorandum  sets  forth  all
patents,   patent  applications,   copyright   registrations  (and  applications
therefor) and trademark registrations (and applications therefor) (collectively,
the "IP  Registrations")  associated with the Company  Technology and the Marks.
The  Company  owns  all  right,  title  and  interest,  free  and  clear  of any
Encumbrances, in and to the IP Registrations,  together with any other rights in
or  to  any  copyrights  (registered  or  unregistered),  rights  in  the  Marks
(registered  or  unregistered),  trade  secret  rights  and  other  intellectual
property rights (including, without limitation, rights of enforcement) contained
or embodied  in the  Company  Technology  and the Marks  (collectively,  the "IP
Rights").

     2.14.6 Maintenance of Rights

     Except  as  set  forth  on  Schedule  2.14.6  to  the  Company   Disclosure
Memorandum, the Company has not conducted its business, and has not used or



                                      -28-
<PAGE>

enforced (or, to the knowledge of the Company,  failed to use or enforce) the IP
Rights,  in a manner  that  would  result in the  abandonment,  cancellation  or
unenforceability  of any item of the IP Rights or the IP Registrations,  and the
Company has not taken (or, to the knowledge of the Company,  failed to take) any
action that would result in the forfeiture or relinquishment of any IP Rights or
IP  Registrations.  Except  as set  forth  in  Schedule  2.14.6  to the  Company
Disclosure Memorandum, the Company has not granted to any third party any rights
or permissions  to use any of the Technology or the IP Rights.  To the knowledge
of the Company,  except pursuant to reasonably prudent safeguards,  (a) no third
party has received any  confidential  information  relating to the Technology or
the IP  Rights  and (b) the  Company  is not  under  any  contractual  or  other
obligation to disclose to any third party any Company Technology.

     2.14.7 Third Party Claims

     Except  as  set  forth  on  Schedule  2.14.7  to  the  Company   Disclosure
Memorandum,  (a) the  Company  has not  received  any  notice or claim  (whether
written, oral or otherwise) challenging the Company's ownership or rights in the
Company  Technology or the IP Rights or claiming that any other person or entity
has any legal or  beneficial  ownership  with  respect  thereto;  (b) all the IP
Rights are legally  valid and  enforceable  without any material  qualification,
limitation  or  restriction  on their use,  and the Company has not received any
notice or claim (whether written, oral or otherwise) challenging the validity or
enforceability of any of the IP Rights; and (c) to the knowledge of the Company,
no other person or entity is infringing or  misappropriating  any part of the IP
Rights or otherwise making any unauthorized use of the Company Technology.

     2.14.8 Infringement by the Company

     Except  as  set  forth  on  Schedule  2.14.8  to  the  Company   Disclosure
Memorandum,  (a) the use of any of the  Technology in the Company's  business as
now  conducted  and as currently  planned to be conducted  does not and will not
infringe, violate or interfere with or constitute an appropriation of any right,
title or interest (including, without limitation, any patent, copyright or trade
secret right) held by any other person or entity,  and there have been no claims
made with respect  thereto;  (b) the use of any of the Marks and other IP Rights
in the  Company's  business  will not  infringe,  violate or  interfere  with or
constitute an appropriation of any right, title or interest (including,  without
limitation, any patent, copyright,  trademark or trade secret right) held by any
other person or entity, and there have been no claims made with respect thereto;
and (c) the Company has not received any notice or claim (whether written,  oral
or otherwise)  regarding any infringement,  misappropriation,  misuse,  abuse or
other  interference  with any third party  intellectual  property or proprietary
rights



                                      -29-
<PAGE>

(including, without limitation, infringement of any patent, copyright, trademark
or trade secret right of any third party) by the Company,  the Technology or the
Marks or other IP Rights,  or  claiming  that any other  entity has any claim of
infringement with respect thereto.

     2.14.9 Confidentiality

     Except  as  set  forth  on  Schedule  2.14.9  to  the  Company   Disclosure
Memorandum,  (a) the Company has not  disclosed  any source code  regarding  the
Technology  to any person or entity other than an employee or  consultant of the
Company who is under a written nondisclosure  agreement;  (b) the Company has at
all times maintained and diligently enforced commercially  reasonable procedures
to protect all confidential information relating to the Technology;  (c) neither
the Company nor any escrow agent is under any contractual or other obligation to
disclose  the source code or any other  proprietary  information  included in or
relating to the  Technology;  and (d) the Company has not  deposited  any source
code  relating  to the  Technology  into any  source  code  escrows  or  similar
arrangements.  If, as  disclosed  on Schedule  2.14.9 to the Company  Disclosure
Memorandum,  the Company has  deposited any source code to the  Technology  into
source code escrows or similar  arrangements,  no event has occurred that has or
could  reasonably  form the basis for a release  of such  source  code from such
escrows or arrangements.

     2.14.10 Warranty Against Defects

     Except  as  set  forth  in  Schedule  2.14.10  to  the  Company  Disclosure
Memorandum, the Technology is free from known material defects and substantially
conforms to the  applicable  specifications,  documentation  and samples of such
Technology.

     2.14.11 Domain Names

     Schedule 2.14.11 to the Company Disclosure  Memorandum sets forth a list of
all Internet domain names used by the Company in its business (collectively, the
"Domain  Names").  The Company  has,  and at the  Effective  Time the  Surviving
Corporation will have, a valid registration and all material rights (free of any
material restriction) in and to the Domain Names, including, without limitation,
all rights  necessary  to continue to conduct  the  Company's  business as it is
currently conducted and proposed to be conducted following the Effective Time.




                                      -30-
<PAGE>

     2.14.12 Year 2000

     Each  hardware,  software and  firmware  product used by the Company in its
business   (collectively,   the  "Software")   accurately  processes  date  data
(including,  but not limited to,  calculating,  comparing and sequencing)  from,
into and between the twentieth and twenty-first  centuries,  including,  without
limitation,  leap  year  calculations,   without  a  material  decrease  in  the
functionality  of the  Software.  The  Software is designed to be used prior to,
during and after the calendar  year 2000 A.D. and will operate  during each such
time period without material error relating to date data, specifically including
any error  relating  to,  or the  product  of,  date  data  that  represents  or
references  different  centuries or more than one century.  Without limiting the
generality of the foregoing, the Software (a) will not abnormally end or provide
invalid or incorrect  results as a result of date data,  specifically  including
date data that  represents  or references  different  centuries or more than one
century;  (b) has been  designed  to ensure  material  year 2000  compatibility,
including, but not limited to, date data century recognition,  calculations that
accommodate same century and  multi-century  formulas and date values,  and date
data  interface  values that  reflect the century;  and (c) includes  "Year 2000
Capabilities,"  meaning that the Software  (i) will manage and  manipulate  data
involving dates,  including  single century formulas and multicentury  formulas,
and will not cause an  abnormally  ending  scenario  within the  application  or
generate incorrect values or invalid results involving such dates; (ii) provides
that all date-related user interface functionalities and data fields include the
indication of century;  and (iii) provides that all date-related  data interface
functionalities include the indication of century.

     2.14.13 Participating Developers

     Schedule 2.14.13 to the Company Disclosure  Memorandum  contains a complete
list of all  Participating  Developers (as defined  below),  specifying for each
relationship  between  the  Participating   Developer  and  the  Company  (e.g.,
employee,  contractor,  etc.),  all dates during which the  relationship  was in
effect and a list of any documents or other items relating to such relationship.
The Company has furnished to ShopNow.com or its counsel full and complete copies
of such documents and other items identified in Schedule 2.14.13. "Participating
Developer"  means any  person or  entity  that has,  at any time and in any way,
participated  or contributed  to the  Development of any IP Rights or any of the
Company  Technology.  "Development"  means  create,  author,  design,  engineer,
invent,  modify,  discover,  reduce to practice or develop.  Each  Participating
Developer  has  signed  a  nondisclosure  agreement  in  the  form  provided  to
ShopNow.com,  and such agreement  transfers to the named  transferee any and all
right,  title and interest which the named  Participating  Developer may have or
acquire in and to the IP Rights and the Technology.




                                      -31-
<PAGE>

2.15 Corporate Books and Records

     The Company has furnished to ShopNow.com or its  representatives  for their
examination  true and complete copies of (a) the Articles of  Incorporation  and
Bylaws of the Company as currently in effect,  including all amendments thereto,
(b) the minute books of the  Company,  and (c) the stock  transfer  books of the
Company. Such minutes reflect all meetings of the Company's stockholders,  Board
of Directors and any committees thereof since the Company's inception,  and such
minutes  accurately  reflect in all material  respects the events of and actions
taken at such  meetings.  Such  stock  transfer  books  accurately  reflect  all
issuances  and  transfers  of shares of capital  stock of the Company  since its
inception.

2.16 Licenses, Permits, Authorizations, etc.

     Except as identified on Schedule 2.16 to the Company Disclosure Memorandum,
the Company has received all currently required material governmental approvals,
authorizations,  consents,  licenses,  orders,  registrations and permits of all
agencies,  whether federal, state, local or foreign (the "Permits"). The Company
is in compliance in all material respects with the terms of all Permits, and all
the  Permits  are  valid and in full  force and  effect,  and no  proceeding  is
pending, or to the knowledge of the Company,  threatened, the object of which is
to revoke,  limit or otherwise  affect any of the  Permits.  The Company has not
received  any  notifications  of any  asserted  present  failure  by it to  have
obtained any Permit, or any past and unremedied failure to obtain such items.

2.17 Compliance With Laws

     Except as described on Schedule 2.17 to the Company Disclosure  Memorandum,
the business and  operations of the Company have been conducted in compliance in
all material  respects with all federal,  state,  local and foreign laws, rules,
regulations,  ordinances,  decrees and orders applicable to it, to its employees
or  to  the  Real  Property  and  the  Personal  Property,   including,  without
limitation,  all such laws, rules, regulations,  ordinances,  decrees and orders
relating  to  intellectual  property  protection,  antitrust  matters,  consumer
protection,  currency  exchange,   environmental  protection,  equal  employment
opportunity,  health and  occupational  safety,  pension  and  employee  benefit
matters,  securities  and  investor  protection  matters,  labor and  employment
matters  and  trading-with-the-enemy  matters,  except  where the  failure to so
conduct its business and  operations  would not be  reasonably  likely to have a
material  adverse  effect on the business or financial  condition of the Company
and its  subsidiaries,  taken as a  whole.  The  Company  has not  received  any
notification of any asserted  present or past unremedied  failure by the Company
to comply  with any of such laws,  rules,  regulations,  ordinances,  decrees or
orders.




                                      -32-
<PAGE>

2.18 Insurance

     The Company Disclosure Memorandum sets forth a true and correct list of all
insurance  policies  maintained  by the Company and includes the policy  number,
amount of coverage and contact  information  for each such  policy.  The Company
maintains  commercially  reasonable  levels  of (a)  insurance  on its  property
(including leased premises) that insures against loss or damage by fire or other
casualty and (b) insurance against liabilities, claims and risks of a nature and
in such  amounts as are normal  and  customary  in the  Company's  industry  for
companies of similar size and financial condition. All insurance policies of the
Company are in full force and effect, all premiums with respect thereto covering
all periods up to and including the date this  representation  is made have been
paid,  and no notice of  cancellation  or  termination  has been  received  with
respect to any such policy or binder.  Such  policies or binders are  sufficient
for compliance with all requirements of law currently  applicable to the Company
and of all agreements to which the Company is a party, will remain in full force
and effect through the respective  expiration  dates of such policies or binders
without the payment of additional premiums,  and will not in any way be affected
by, or terminate or lapse by reason of, the  transactions  contemplated  by this
Agreement.  The Company has not been refused any  insurance  with respect to its
assets or  operations,  nor has its  coverage  been  limited,  by any  insurance
carrier  to which it has  applied  for any such  insurance  or with which it has
carried insurance.

2.19 Brokers or Finders

     The Company has not incurred,  and will not incur,  directly or indirectly,
as a result of any action  taken by or on behalf of the Company,  any  liability
for brokerage or finders' fees or agents'  commissions or any similar charges in
connection  with the Merger,  this  Agreement  or any  transaction  contemplated
hereby.

2.20 Absence of Questionable Payments

     Neither the Company nor, to the Company's knowledge, any director, officer,
agent,  employee  or other  Person  acting on behalf of the Company has used any
Company  funds  for  improper  or  unlawful  contributions,  payments,  gifts or
entertainment,  or made  any  improper  or  unlawful  expenditures  relating  to
political  activity to domestic or foreign  government  officials or others. The
Company has reasonable  financial  controls to prevent such improper or unlawful
contributions,  payments,  gifts,  entertainment  or  expenditures.  Neither the
Company nor, to the Company's knowledge,  any current director,  officer, agent,
employee  or other  Person  acting on  behalf of the  Company  has  accepted  or
received   any   improper  or  unlawful   contributions,   payments,   gifts  or
expenditures.  The Company has at all times complied,  and is in compliance,  in
all respects with the Foreign Corrupt Practices Act




                                      -33-
<PAGE>

and all foreign laws and regulations relating to prevention of corrupt practices
and similar matters.

2.21 Bank Accounts

     Schedule 2.21 to the Company Disclosure Memorandum sets forth the names and
locations of all banks, trust companies, savings and loan associations and other
financial  institutions  at which the Company  maintains  safe deposit  boxes or
accounts of any nature and the names of all Persons  authorized to draw thereon,
make  withdrawals  therefrom  or have  access  to such  safe  deposit  boxes  or
accounts.

2.22 Customers and Suppliers

     Schedule  2.22  to the  Company  Disclosure  Memorandum  sets  forth  (a) a
complete and accurate list of the customers of the Company  accounting for 5% or
more of the Company's  revenues during the fiscal year last ended and the period
ended December 31, 1999,  showing the approximate  total revenues from each such
customer  during the fiscal year last ended and the period  ended  December  31,
1999 and (b) a complete and accurate  list of the  suppliers of the Company from
whom the Company has purchased 5% or more of the goods or services  purchased by
the  Company in the fiscal  year last ended and the period  ended  December  31,
1999.  The Company has not received  any notice from its  customers or suppliers
that  would  cause it,  in its  reasonable  judgment,  to  expect  any  material
modification  to its  relationship  with any customer or supplier  named on such
Schedule 2.22 to the Company Disclosure Memorandum.

2.23 Accounts Receivable

     All accounts  receivable  of the Company  reflected in the Company  Balance
Sheet ("Accounts"),  or existing at the Effective Time, represent sales actually
made in the ordinary course of business and were recorded in the Company's books
consistent with the presentation applied in the Company Financial Statements for
the year ended March 31,  1999.  Except as  described  on  Schedule  2.23 to the
Company Disclosure Memorandum, the bad debt reserves and sales return allowances
reflected in the Company Balance Sheet are adequate.  Set forth on Schedule 2.23
to the Company  Disclosure  Memorandum  are a full and  complete  list and aging
study of all Accounts.  To the knowledge of the Company,  all Accounts  existing
and remaining  unpaid at the Effective Time will be collectible by the Surviving
Corporation in the ordinary course of business, consistent with past practice.




                                      -34-
<PAGE>

2.24 Creditors' List

     Schedule  2.24 to the  Company  Disclosure  Memorandum  sets  forth a full,
complete and accurate list of all creditors of Company,  with the amount payable
to each such creditor as of the date hereof.

2.25 Insider Interests

     Except as set forth on Schedule 2.25 to the Company Disclosure  Memorandum,
no  stockholder  or officer or director of the Company has any  interest  (other
than  as a  stockholder  of the  Company)  (a) in any  Real  Property,  Personal
Property, Technology or IP Rights used in or directly pertaining to the business
of the Company, including, without limitation,  inventions,  patents, trademarks
or trade names,  or (b) in any  agreement,  contract,  arrangement or obligation
relating to the Company,  its present or prospective business or its operations.
Except as set forth on Schedule 2.25 to the Company Disclosure  Memorandum or as
contemplated  by this  Agreement,  there are no  agreements,  understandings  or
proposed  transactions  between the Company and any of its officers,  directors,
stockholders,  affiliates or any affiliate thereof. The Company and its officers
and directors have no interest,  either  directly or indirectly,  in any entity,
including,  without  limitation,  any corporation,  partnership,  joint venture,
proprietorship, firm, licensee, business or association (whether as an employee,
officer, director,  stockholder, agent, independent contractor, security holder,
creditor,  consultant  or  otherwise),  other than  ownership  of capital  stock
comprising  less  than 1% of any  publicly  held  company,  that  presently  (i)
provides any services,  produces  and/or sells any products or product lines, or
engages in any activity  that is the same,  similar to or  competitive  with any
activity  or business in which the Company is now engaged or proposes to engage;
(ii) is a supplier,  customer or  creditor;  or (iii) has any direct or indirect
interest in any asset or property (real or personal,  tangible or intangible) of
the Company or any property (real or personal,  tangible or intangible)  that is
necessary or desirable for the present or currently  anticipated  future conduct
of the Company's business.

2.26 Compliance With Environmental Laws

     Neither the Company nor, to the knowledge of the Company,  any other Person
(including,  without  limitation,  any previous owner,  lessee or sublessee) has
treated,  stored or  disposed of any  material  amounts of  petroleum  products,
hazardous waste,  hazardous  substances,  pollutants or contaminants on the Real
Property,  or any real property previously owned,  leased,  subleased or used by
the Company in the  operation of its  business,  in violation of any  applicable
foreign, federal, state or local statutes,  regulations or ordinances, or common
law, in each case as in existence at or prior to the Closing.  To the  knowledge
of the Company, there have been no releases of any




                                      -35-
<PAGE>

material amounts of petroleum,  petroleum products,  hazardous waste,  hazardous
substances,  pollutants or contaminants on, at or from any assets or properties,
including,  without limitation,  the Real Property,  owned, leased, subleased or
used by the Company in the operation of its business during the time such assets
or properties were owned,  leased,  subleased or used by the Company (or, to the
knowledge of the Company,  prior to such time),  including,  without limitation,
any releases of any material amounts of petroleum, petroleum products, hazardous
waste, hazardous substances, pollutants or contaminants in violation of any law.

2.27 Information Supplied by the Company

     None of the  information  supplied  or to be supplied by the Company or its
subsidiaries,  auditors,  attorneys,  financial advisors or other consultants or
advisors for  inclusion in (i) the  registration  statement on Form S-4, and any
amendment  thereto,  to be  filed  under  the  Securities  Act  with  the SEC by
ShopNow.com in connection with the issuance of the  ShopNow.com  Common Stock in
or as a result of the Merger (the "S-4"),  or (ii) the proxy  statement  and any
amendment or supplement  thereto to be distributed in connection  with Company's
meetings  of  stockholders  to vote upon  this  Agreement  and the  transactions
contemplated  hereby (the "Proxy  Statement"  and,  together with the prospectus
included in the S-4, the "Proxy  Statement/Prospectus") will, in the case of the
Proxy  Statement  and any amendment or  supplement  thereto,  at the time of the
mailing of the Proxy Statement and any amendment or supplement  thereto,  and at
the time of the  meeting  of  stockholders  of the  Company  to vote  upon  this
Agreement and the transactions  contemplated hereby, or, in the case of the S-4,
as amended or supplemented,  at the time it becomes effective and at the time of
any  post-effective  amendment  thereto  and  at the  time  of  the  meeting  of
stockholders of the Company,  contain any untrue statement of a material fact or
omit to state any material  fact  required to be stated  therein or necessary to
make the statements  therein,  in light of the  circumstances  in which they are
made, not misleading or necessary to correct any statement in any earlier filing
with the SEC of such Proxy  Statement/Prospectus  or any amendment or supplement
thereto or any earlier communication (including the Proxy  Statement/Prospectus)
to stockholders of the Company with respect to the transactions  contemplated by
this Agreement.

2.28 Full Disclosure

     Neither  this  Agreement or the  Operative  Documents  (including,  but not
limited to, the Company Financial  Statements and all information in the Company
Disclosure  Memorandum  and the  other  Exhibits  hereto)  contains  any  untrue
statement  by the Company of a material  fact or omits to state a material  fact
necessary in order to make the  statements so made or  information  so delivered
not misleading.




                                      -36-
<PAGE>

2.29 Hart-Scott-Rodino

     The Company is its own ultimate  parent  entity as defined  under the rules
and regulations  promulgated under the Hart-Scott-Rodino  Antitrust Improvements
Act of 1976, as amended (the "Hart-Scott-Rodino  Act"). The Company is not a $10
million  person  as  defined   thereunder.   The  Company  is  not  "engaged  in
manufacturing" for purposes of the Hart-Scott-Rodino Act.

                 ARTICLE III - REPRESENTATIONS AND WARRANTIES OF
                           SHOPNOW.COM AND MERGER SUB

     In order to induce the Company to enter into and perform this Agreement and
the  Operative  Documents,  ShopNow.com  and Merger Sub  jointly  and  severally
represent and warrant to the Company as follows in this Article III:

3.1  Organization

     ShopNow.com is a corporation  duly organized and validly existing under the
laws of the state of Washington.  Merger Sub is a corporation duly organized and
validly existing under the laws of the state of Washington.  Each of ShopNow.com
and Merger Sub has all  requisite  corporate  power and  authority  to  execute,
deliver and perform  its  obligations  under this  Agreement  and the  Operative
Documents to which it is a party and to consummate the transactions contemplated
hereby and thereby.  All the issued and  outstanding  shares of capital stock of
Merger Sub are held of record and beneficially by ShopNow.com.

3.2  Enforceability

     All corporate  action on the part of  ShopNow.com  and Merger Sub and their
respective officers, directors and shareholders necessary for the authorization,
execution,  delivery  and  performance  of  this  Agreement  and  the  Operative
Documents,  the  consummation  of the  Merger and the  performance  of all their
respective obligations under this Agreement and the Operative Documents has been
taken or will be taken prior to the Effective  Time.  This Agreement and each of
the  Operative  Documents  has  been  duly  executed  and  delivered  by each of
ShopNow.com  and Merger Sub, as  applicable,  and this Agreement and each of the
Operative  Documents  is a  legal,  valid  and  binding  obligation  of  each of
ShopNow.com and Merger Sub, as applicable,  enforceable  against each of them in
accordance with its terms.




                                      -37-
<PAGE>

3.3  Securities

     The Closing  Shares to be issued  pursuant to this  Agreement have been, or
will be prior to the Effective  Time,  duly  authorized  for issuance,  and such
Closing Shares,  when issued and delivered pursuant to this Agreement,  shall be
validly issued, fully paid and nonassessable.

3.4  No Approvals or Notices Required; No Conflicts With Instruments

     The execution, delivery and performance of this Agreement and the Operative
Documents by Merger Sub and ShopNow.com,  as applicable, and the consummation by
them of the transactions contemplated hereby and thereby will not

     (a)  constitute a violation  (with or without the giving of notice or lapse
of time,  or both)  of any  provision  of law or any  judgment,  decree,  order,
regulation or rule of any court or other  governmental  authority  applicable to
ShopNow.com or Merger Sub;

     (b) require any  consent,  approval or  authorization  of, or  declaration,
filing or registration  with, any Person,  except (i) compliance with applicable
securities  laws;  (ii) the filing of all documents  necessary to consummate the
Merger with the Washington Secretary and the Nevada Secretary;  (iii) the filing
of  a  premerger  notification  report  and  all  other  required  documents  by
ShopNow.com  and the  Company,  and the  expiration  of all  applicable  waiting
periods,  under the HSR Act;  and (iv) any filings with the SEC  including  such
reports  and  information  as  may be  required  under  the  Exchange  Act,  the
Securities  Act and the rules and  regulations  promulgated by the SEC under the
Exchange Act or the Securities Act and the declaration of the  effectiveness  of
the S-4 by the SEC; or

     (c) conflict  with or result in a breach of or  constitute a default  under
any  provision  of the Articles of  Incorporation  or Bylaws of  ShopNow.com  or
Merger Sub.

3.5  Information Supplied by ShopNow.com or Merger Sub

     None of the  information  supplied or to be supplied by  ShopNow.com or its
subsidiaries,  auditors,  attorneys,  financial  advisors,  other consultants or
advisors   or   Merger   Sub   for   inclusion   in  the   S-4   or  the   Proxy
Statement/Prospectus, will, in the case of the Proxy Statement and any amendment
or supplement thereto, at the time of the mailing of the Proxy Statement and any
amendment or supplement thereto,  and at the time of any meeting of stockholders
of the Company to vote upon this  Agreement  and the  transactions  contemplated
hereby,  or in the case of the S-4, as amended or  supplemented,  at the time it
becomes effective and at the time of any post-effective




                                      -38-
<PAGE>

amendment thereto and at the time of the meeting of stockholders of the Company,
contain any untrue  statement  of a material  fact or omit to state any material
fact required to be stated therein or necessary to make the statements  therein,
in light  of the  circumstances  in  which  they are  made,  not  misleading  or
necessary to correct any  statement  in any earlier  filing with the SEC of such
Proxy Statement/Prospectus or any amendment or supplement thereto or any earlier
communication (including the Proxy  Statement/Prospectus) to stockholders of the
Company with respect to the transactions contemplated by this Agreement.

3.6  Full Disclosure

     Neither  this  Agreement  or the  Operative  Documents  contains any untrue
statement by  ShopNow.com  or Merger Sub of a material  fact or omits to state a
material fact  necessary in order to make the  statements so made or information
so delivered not misleading.

3.7  Capitalization

     (a) The  authorized  capital stock of  ShopNow.com  consists of 200,000,000
shares of  ShopNow.com  Common Stock,  par value $.001 per share,  42,923,035 of
which are issued and  outstanding as of December 31, 1999, and 5,000,000  shares
of  Preferred  Stock,  $.001 par value per shares,  none of which are issued and
outstanding  as  of_December  31,  1999.  As of  December  31,  1999,  there are
7,586,112  shares of  ShopNow.com  Common Stock  reserved for issuance  upon the
exercise of outstanding  stock options under the  ShopNow.com  1999  Non-Officer
Stock Option Plan and 1996  Combined  Incentive  and  Nonqualified  Stock Option
Plan. The Shares of ShopNow.com Common Stock to be issued pursuant to the Merger
in  accordance  with Section  1.7.1 and the shares of  ShopNow.com  Common Stock
which will be issued upon  exercise of the options  granted in  accordance  with
Section  1.9 have been duly and  validly  authorized,  have  been  reserved  for
issuance and upon issuance in accordance with the terms hereof or thereof,  will
be duly authorized, validly issued, fully paid and nonassessable.

3.8  SEC Documents; Financial Statements

     (a) ShopNow.com has filed all forms,  reports and documents  required to be
filed by it with the SEC  since  September  28,  1999  through  the date of this
Agreement  (collectively,   the  "ShopNow.com  SEC  Documents").   As  of  their
respective filing dates, the ShopNow.com SEC Documents  complied in all material
respects with the requirements of the Exchange Act or the Securities Act, as the
case may be, and the rules and  regulations of the SEC thereunder  applicable to
such  ShopNow.com  SEC  Documents,  and none of the  ShopNow.com  SEC  Documents
contained any untrue




                                      -39-
<PAGE>

statement of a material  fact or omitted to state a material fact required to be
stated therein or necessary in order to make the statements therein, in light of
the  circumstances  under  which they were  made,  not  misleading.  As of their
respective filing dates, the financial statements of ShopNow.com included in the
ShopNow.com SEC Documents (the "ShopNow.com  Financial  Statements") complied as
to form in all material respects with all applicable accounting requirements and
with the published  rules and  regulations  of the SEC with respect  thereto and
were prepared in accordance  with GAAP  consistently  applied  (except as may be
indicated in the notes thereto) and fairly presented,  in all material respects,
the  consolidated  financial  position of ShopNow.com and its subsidiaries as at
the dates  thereof  and the results of their  operations  and cash flows for the
periods then ended  (subject,  in the case of unaudited  statements,  to normal,
recurring audit adjustments not material in scope or amount).  There has been no
change in ShopNow.com's  accounting policies or the methods of making accounting
estimates or changes in estimates that are material to the ShopNow.com Financial
Statements, except as described in the notes thereto.

     (b) Except as  disclosed  in the  ShopNow.com  SEC  Documents  as filed and
amended  before the date hereof and as  contemplated  by this  Agreement,  since
September  30,  1999,  no material  adverse  change in the  business,  financial
condition,  results of  operations  or prospects of  ShopNow.com  has  occurred.
Changes in the trading prices of ShopNow.com  Common Stock or a public  offering
of ShopNow.com  Common Stock shall not be deemed material  adverse changes under
this Agreement.

3.9  Compliance With Laws

     The  business  and  operations  of  ShopNow.com   have  been  conducted  in
compliance in all material respects with all federal,  state,  local and foreign
laws, rules,  regulations,  ordinances,  decrees and orders applicable to it, to
its employees or to its property,  including, without limitation, all such laws,
rules,  regulations,  ordinances,  decrees and orders  relating to  intellectual
property protection,  antitrust matters, consumer protection, currency exchange,
environmental protection, equal employment opportunity,  health and occupational
safety, pension and employee benefit matters, securities and investor protection
matters, labor and employment matters and trading-with-the-enemy matters, except
where the  failure  to so  conduct  its  business  and  operations  would not be
reasonably likely to have a material adverse effect on the business or financial
condition of ShopNow.com and its subsidiaries, taken as a whole. ShopNow.com has
not received any notification of any asserted present or past unremedied failure
by ShopNow.com to comply with any of such laws, rules, regulations,  ordinances,
decrees or orders.




                                      -40-
<PAGE>

3.10 Tax Matters

Solely for tax purposes, ShopNow represents the following:

     (a) It has no present plan or intention to cause Merger Sub to issue, after
the Merger,  additional  shares of Merger Sub stock (or rights to acquire shares
of Merger Sub stock) or take any other action that would  result in  ShopNow.com
losing control of Merger Sub, as defined in Section 368(c) of the Code.

     (b)  ShopNow.com has no present plan or intention to directly or indirectly
(including through a party related to ShopNow.com within the meaning of Treasury
Regulation  1.368-1(e)(3))  reacquire  any of its stock  issued  pursuant to the
Merger such that the Merger would fail the "continuity of proprietary  interest"
requirement set forth in Treasury Regulation Section 1.368-1(e).

     (c) It has no present plan or  intention  to: (i) cause Merger Sub to sell,
transfer  or  otherwise  dispose  of any of its  assets or of any of the  assets
acquired from the Company except for dispositions made in the ordinary course of
business or for the payment of  expenses  incurred by the Company in  connection
with the Merger;  (ii) liquidate Merger Sub; (iii) merge Merger Sub with or into
another corporation including ShopNow or any of its affiliates; or (iv) to sell,
distribute or otherwise  dispose of the stock of Merger Sub, other than as would
be allowed by Section  368(a)(2)(C)  of the Code or the  corresponding  Treasury
Regulations.

     (d) It is  ShopNow's  present  plan or  intention  to cause  Merger  Sub to
continue the Company's  historic  business or use a  significant  portion of the
Company's  historic business assets in a business within the meaning of Treasury
Regulation 1.368-1(d).

                ARTICLE IV - CONDITIONS PRECEDENT TO OBLIGATIONS
                         OF SHOPNOW.COM AND MERGER SUB

     The  obligations of  ShopNow.com  and Merger Sub to perform and observe the
covenants, agreements and conditions hereof to be performed and observed by them
at or before the Closing shall be subject to the  satisfaction  of the following
conditions,  which may be expressly waived only in writing signed by ShopNow.com
and Merger Sub:

4.1  Accuracy of Representations and Warranties

     The   representations  and  warranties  of  the  Company  contained  herein
(including   applicable   Exhibits  or  Schedules  to  the  Company   Disclosure
Memorandum) and in the




                                      -41-
<PAGE>

Operative  Documents  shall have been true and correct in all material  respects
when made and,  except (a) for changes  contemplated  by this  Agreement and the
Operative  Documents,  (b)  for  representations  and  warranties  qualified  by
materiality  which shall be correct in all  respects  and (c) to the extent that
such  representations  and warranties speak as of an earlier date, shall be true
and correct in all material  respects as of the Closing  Date, as though made on
that date.

4.2  Performance of Agreements

     The Company shall have performed in all material  respects all  obligations
and  agreements  and complied with all covenants  contained in this Agreement or
any  Operative  Document to be performed  and complied with by it at or prior to
the Closing.

4.3  Opinion of Counsel for the Company

     ShopNow.com shall have received the opinion letter of Dorsey & Whitney LLP,
counsel for the Company,  dated the Closing Date in the form attached  hereto as
Exhibit 4.3.

4.4  Compliance Certificate

     ShopNow.com  shall have  received a  certificate  of the  President and the
Chief  Financial  Officer of the Company,  dated the Closing  Date,  in form and
substance  reasonably  satisfactory  to  ShopNow.com,  (a)  certifying  that the
conditions to the  obligations  of  ShopNow.com  and Merger Sub in Sections 4.1,
4.2,  4.5,  4.6,  4.12,  and 4.13 have been  fulfilled,  and (b)  verifying  the
accuracy of the information  contained in the Option  Consideration  Spreadsheet
(as defined below).

4.5  Material Adverse Change

     Since the date of the Company Balance Sheet and through the Closing,  there
shall  not have  occurred  any  change  that is or is  reasonably  likely  to be
materially adverse to the Company's business,  financial condition,  operations,
properties or  prospects.  Changes in the trading  prices of the Company  Common
Stock shall not be deemed a material adverse change.

4.6  Approvals and Consents

     All  transfers  of permits or licenses  and all  approvals of or notices to
public agencies,  federal,  state, local or foreign, the granting or delivery of
which is necessary for the consummation of the transactions contemplated hereby,
including, if applicable, approvals or notices required by the Hart-Scott-Rodino
Act, or for the continued




                                      -42-
<PAGE>

operation  of the Company,  shall have been  obtained,  and all waiting  periods
specified by law shall have passed.  All other  consents,  approvals and notices
referred to in this Agreement shall have been obtained or delivered.

4.7  Proceedings and Documents; Secretary's Certificate

     ShopNow.com  shall have  received a  certificate  of the  Secretary  of the
Company, in form and substance reasonably satisfactory to ShopNow.com, as to the
authenticity  and  effectiveness of the actions of the Board of Directors of the
Company  and the  stockholders  authorizing  the  Merger  and  the  transactions
contemplated  by this Agreement and the Operative  Documents.  Copies of (a) the
Company's Articles of Incorporation,  certified by the Nevada Secretary, (b) the
Company's  Bylaws,  certified  by the  Secretary  of the  Company,  and  (c) the
resolutions  of the  Board of  Directors  of the  Company  and the  stockholders
relating to the  transactions  contemplated  by this Agreement and the Operative
Documents shall be attached to such certificate.

4.8  Non-U.S. Real Property Holding Corporation Affidavit

     ShopNow.com shall have received from the Company,  pursuant to Section 1445
of the Code, a Foreign Investment in Real Property Tax Act Affidavit in the form
attached hereto as Exhibit 4.8.

4.9  Compliance With Laws

     The effectiveness of the Merger and the performance by ShopNow.com,  Merger
Sub, and the Company of their respective  obligations pursuant to this Agreement
and  the  Operative  Documents  shall  be  legally  permitted  by all  laws  and
regulations to which  ShopNow.com,  Merger Sub, the Company and the stockholders
of the Company are subject.

4.10 Legal Proceedings

     No order of any court or  administrative  agency  shall be in  effect  that
enjoins,  restrains,  conditions or prohibits  consummation of this Agreement or
any Operative  Document,  and no  litigation,  investigation  or  administrative
proceeding shall be pending or threatened that would enjoin, restrain, condition
or prevent consummation of this Agreement or any Operative Document.

4.11 Noncompetition Arrangements

     Each of the Management  Members and Retained Employees who has been offered
and has accepted employment with ShopNow.com shall have executed the ShopNow.com
standard form of Intellectual Property Agreement (Confidentiality,




                                      -43-
<PAGE>

Invention  Assignment,  Non-raiding  and  Noncompetition)  in the form  attached
hereto as Exhibit 4.11 and each such agreement shall be in full force and effect
on the Closing Date.

4.12 Termination of Certain Agreements

     Any and all rights of refusal,  co-sale rights and registration  rights for
the benefit of the holders of Company Common Stock, or Stock Purchase Rights set
forth in the Company Disclosure Memorandum,  shall have terminated.  The Company
shall also terminate the following  agreements:  (i) the BBE Purchase  Agreement
and Note, (ii) the Share Pledge Agreement Among International  Barter Corp., Bob
Bagga  and  Barter  Business  Exchange  Inc.,  dated  March 2,  1999,  (iii) all
employment  agreements  with  current  Ubarter  employees  (including,   without
limitation,  those employment agreements with Steven White, Dan Schneider,  Dick
Mayer, Alan Zimmelman,  Kevin Andersen,  Robert Benson,  Eric Silver, Bob Bagga,
Patricia Falus and Cameron  Herold and Barbara  Ryan),  (iii) the Alpine Capital
Note and Alpine  Capital  Warrant  (as to  registration  rights)  (iv) the Share
Purchase  Agreement,  dated May 12, 1999, among Mark Thomas,  Susan Thomas,  the
Company and Barter Business Exchange (Windsor), Inc. (as to registration rights)
and (v) all  agreements  with Astra  Ventures and  Momentous.  In addition,  the
Company shall withdraw its Registration Statement on Form SB-2, as amended.

4.13 Exercise or Termination of Stock Purchase Rights; Conversion of Convertible
     Securities

     Any and all Stock Purchase Rights (including all options to purchase shares
of the Company's Common Stock) and any and all securities and notes  convertible
at any time into Company  Common Stock,  vested and unvested,  and regardless of
restrictions  on exercise or conversion,  shall have been exercised or converted
(for cash or on a cashless  basis) for shares of Company Common Stock,  or shall
have been  terminated,  as the case may be,  immediately  prior to the Effective
Time.

4.14 Company Option Plan

     The  Company  shall  accelerate  the  vesting  of all  options  issued  and
outstanding  under the Company Option Plan and shall make such amendments to the
Company  Option Plan as are  reasonably  requested by  ShopNow.com.  The Company
shall  make  all tax  withholdings  with  respect  to the  exercise  of  options
following such acceleration as required by law and prior to the Effective Time.




                                      -44-
<PAGE>

4.15 Consents to Merger

     Schedule  2.10.2  to  the  Company  Disclosure   Memorandum  lists  certain
agreements,  leases, notes or other documents identified in the schedules to the
Company Disclosure  Memorandum that, by their terms require consent or waiver to
consummate  the Merger.  Unless  otherwise  set forth in Schedule  2.10.2 to the
Company  Disclosure  Memorandum,  the Company shall have received and shall have
delivered  to  ShopNow.com  or its  counsel  written  consents  to the Merger or
waivers,  as  applicable,  from each of the parties  (other than the Company) to
such agreements, leases, notes or other documents, which consents or waivers, as
the  case  may  be,  shall  be  reasonably   satisfactory  in  all  respects  to
ShopNow.com.

4.16 Resignations

     ShopNow.com and Merger Sub shall have received copies of the  resignations,
effective as of the  Effective  Time,  of all the  directors and officers of the
Company.

4.17 Tax Clearance Certificates

     The Company shall provide to ShopNow.com  tax clearance  certificates  from
those  states,  including  but not  limited to Nevada,  in which the  Company is
engaged in business.

4.18 Releases of Liens

     Prior to the Effective Time, except as agreed to in writing by ShopNow.com,
the Company shall obtain the release of any and all Encumbrances with respect to
any of the Company's  assets except for such  Encumbrances  that are incurred in
the ordinary course of the Company's business and are not material.

4.19 Stockholder Approval

     This  Agreement  and the Merger shall have been  approved by the  Company's
stockholders  as  required  by  the  Company's  Articles  of  Incorporation  and
applicable law.

4.20 Affiliate Letters

     The Company shall have  delivered or caused to be delivered to  ShopNow.com
an Affiliate Letter substantially in the form of Exhibit 4.20 from each of those
Persons who were, on the date on which the requisite number of consents or votes
has been obtained to approve the Merger,  "affiliates" of the Company within the
meaning  of  Rule  145  of the  rules  and  regulations  promulgated  under  the
Securities Act.




                                      -45-
<PAGE>

4.21 Voting Agreements

     Steven  White and New  Horizons,  LP (the "Key  Stockholders")  shall  have
executed,  concurrently with the execution of this Agreement, and have fulfilled
the terms of, voting agreements in the form of Exhibit 4.21.

4.22 S-4

     The S-4 shall have become  effective under the Securities Act and shall not
be the  subject  of any stop order or  proceedings  seeking a stop order and the
Proxy  Statement  shall not be at the Effective Time subject to any  proceedings
commenced or threatened by the SEC.

4.23 Agreements With Certain Stockholders of the Company

     ShopNow.com and Astra Ventures shall have entered into an agreement wherein
at the  Closing,  in exchange  for the  termination  of all  obligations  of the
Company to or agreements  with Astra  Ventures,  ShopNow.com  shall pay to Astra
Ventures $675,000 in cash and that number of shares of ShopNow.com  Common Stock
determined by dividing $675,000 by $17.31.  ShopNow.com and Momentous shall have
entered  into an  agreement  wherein at the Closing  ShopNow.com  shall issue to
Momentous a warrant to purchase  20,000  shares of  ShopNow.com  Common Stock in
exchange for the  cancellation  and  retirement  of all  indebtedness  under the
Momentous  Note.  Such warrant shall have a one-year term and an exercise  price
equal to the closing sales price of ShopNow.com  Common Stock as reported on the
Nasdaq National  Market on the trading day  immediately  preceding the Effective
Time.

4.24 Employment and Consulting Agreements

     ShopNow.com and Liad Meidar shall have entered into an Employment Agreement
in  substantially  the form attached  hereto as Exhibit 4.24A.  ShopNow.com  and
Steven White shall have entered into a Consulting Agreement substantially in the
form attached hereto as Exhibit 4.24B.

4.25 Lock-Up Agreements

     ShopNow.com shall have entered into Lock-Up Agreements in substantially the
form  attached  hereto as  Exhibit  4.25A  with  Steven  White and Liad  Meidar.
ShopNow.com and New Horizons LP shall have entered into the Lock-Up Agreement in
substantially the form attached hereto as Exhibit 4.25B.




                                      -46-
<PAGE>

4.26 Tax Opinion

     ShopNow.com  shall have  received an opinion  from  Perkins Coie LLP to the
effect that the Merger will  constitute a  reorganization  within the meaning of
Section 368(a) of the Code. In rendering such opinion, Perkins Coie LLP shall be
entitled to rely upon  customary  representation  letters signed by the Company,
ShopNow.com and Merger Sub.

4.27 No Dissenters Rights

     Holders of not more than 5% of the  outstanding  shares of  Company  Common
Stock shall have  delivered  before the Effective  Time timely written notice of
such  holders'  intent to demand  payment as  dissenting  shareholders  for such
shares in accordance with Nevada Law.

4.28 Board Actions

     The  Company  shall  provide  ShopNow.com  or  its  counsel  with  evidence
reasonably satisfactory to ShopNow.com or its counsel that all corporate actions
reflected  in the  minutes of the Company  and all stock  issuances  and options
grants have been duly authorized by the board of directors of the Company.

                 ARTICLE V - CONDITIONS PRECEDENT TO OBLIGATIONS
                                 OF THE COMPANY

     The  obligations  of the  Company to perform  and  observe  the  covenants,
agreements and conditions hereof to be performed and observed by it at or before
the Closing shall be subject to the  satisfaction  of the following  conditions,
which may be expressly waived only in writing signed by the Company.

5.1  Accuracy of Representations and Warranties

     The  representations and warranties of ShopNow.com and Merger Sub contained
herein and in the  Operative  Documents  shall have been true and correct in all
material  respects when made and,  except (a) for changes  contemplated  by this
Agreement  and  the  Operative  Documents  and  (b)  to  the  extent  that  such
representations  and warranties  speak as of an earlier date,  shall be true and
correct as of the Closing Date as though made on that date.




                                      -47-
<PAGE>

5.2  Performance of Agreements

     ShopNow.com  and Merger Sub shall have  performed in all material  respects
all obligations and agreements and complied with all covenants contained in this
Agreement or any Operative Document to be performed and complied with by them at
or prior to the Closing.

5.3  Compliance Certificate

     The Company shall have received a certificate of an officer of ShopNow.com,
dated the Closing  Date, in form and substance  reasonably  satisfactory  to the
Company,  certifying  that the  conditions to the  obligations of the Company in
Sections 5.1, 5.2, 5.5 and 5.6 have been fulfilled.

5.4  Legal Proceedings

     No order of any court or  administrative  agency  shall be in  effect  that
enjoins,  restrains,  conditions or prohibits  consummation of this Agreement or
any Operative  Document,  and no  litigation,  investigation  or  administrative
proceeding  shall  be  pending  or  threatened  which  would  enjoin,  restrain,
condition or prevent consummation of this Agreement or any Operative Document.

5.5  Material Adverse Change

     Since the date of this  Agreement and through the Closing,  there shall not
have  occurred  any  material  change  in  the  business,  financial  condition,
operations,  properties  or  prospects  of  ShopNow.com.  Changes in the trading
prices of ShopNow.com  Common Stock or a public  offering of ShopNow.com  Common
Stock shall not be deemed material adverse changes under this Agreement.

5.6  Approvals and Consents

     All  transfers  of permits or licenses  and all  approvals of or notices to
public agencies,  federal,  state, local or foreign, the granting or delivery of
which  is  necessary  on  the  part  of  ShopNow.com  and  Merger  Sub  for  the
consummation of the transactions  contemplated hereby, shall have been obtained,
and all waiting periods specified by law shall have passed.  All other consents,
approvals and notices on the part of  ShopNow.com  and Merger Sub referred to in
this Agreement shall have been obtained or delivered.




                                      -48-
<PAGE>

5.7  Compliance With Laws

     The effectiveness of the Merger and the performance by ShopNow.com,  Merger
Sub and the  Company  of the  obligations  hereunder  and  under  the  Operative
Documents  shall be  legally  permitted  by all laws  and  regulations  to which
ShopNow.com, Merger Sub and the Company are subject.

5.8  Opinion of Counsel

     The Company  shall have  received  the opinion  letter of Perkins Coie LLP,
counsel for  ShopNow.com  and Merger Sub, dated the Closing Date, in the form of
Exhibit 5.8.

5.9  S-4

     The S-4 shall have become  effective under the Securities Act and shall not
be the  subject  of any stop order or  proceedings  seeking a stop order and the
Proxy  Statement  shall not be at the Effective Time subject to any  proceedings
commenced or threatened by the SEC.

5.10 Tax Opinion

     The Company shall have received an opinion from Dorsey & Whitney LLP to the
effect that the Merger will  constitute a  reorganization  within the meaning of
Section  368(a) of the Code.  In rendering  such  opinion,  Dorsey & Whitney LLP
shall be entitled to rely upon  customary  representation  letters signed by the
Company, ShopNow.com and Merger Sub.

                             ARTICLE VI - COVENANTS

     Between the date of this  Agreement  and the  Effective  Time,  the parties
covenant and agree as set forth in this Article VI.

6.1  Conduct of Business by the Company Pending the Merger

     Unless ShopNow.com shall otherwise agree in writing,  the Company covenants
and agrees to conduct the Company's  business between the date of this Agreement
and the Effective Time in and only in, and the Company shall not take any action
except in, the ordinary course of business and in a manner  consistent with past
practice and in accordance  with  applicable  law; and the Company shall use its
reasonable  best  efforts to preserve  intact the business  organization  of the
Company,  to keep available the services of the current officers,  employees and
consultants  of the  Company and to preserve  the current  relationships  of the
Company with, and the goodwill of,




                                      -49-
<PAGE>

customers,  suppliers and other  Persons with which the Company has  significant
business  relations.  By way of  amplification  and not  limitation,  except  as
otherwise  contemplated  by this Agreement,  the Company shall not,  between the
date of this  Agreement and the Effective  Time,  directly or indirectly  do, or
propose  to do,  any of the  following  without  the prior  written  consent  of
ShopNow.com:

     (a) amend or otherwise  change the Company's  Articles of  Incorporation or
Bylaws;

     (b) except for the  issuance  of shares of  Company  Common  Stock upon the
exercise or conversion of currently  outstanding  Stock Purchase Rights,  issue,
sell,  contract  to  issue or sell,  pledge,  dispose  of,  grant,  encumber  or
authorize the issuance, sale, pledge,  disposition,  grant or Encumbrance of (i)
any shares of capital stock of any class of the Company,  (ii) any assets of the
Company,  except in the ordinary  course of business and in a manner  consistent
with past  practice or (iii) any options,  warrants,  convertible  securities or
other  rights of any kind to acquire any shares of such  capital  stock,  or any
other ownership interest (including,  without limitation,  any phantom interest)
of the Company;

     (c) declare,  set aside,  make or pay any  dividend or other  distribution,
payable in cash, stock or other securities,  property or otherwise, with respect
to any of its capital stock;

     (d) reclassify,  combine, split,  subdivide,  redeem, purchase or otherwise
acquire, directly or indirectly, any of its capital stock or other securities;

     (e) (i) acquire (including,  without limitation, by merger,  consolidation,
or acquisition of stock or assets) any corporation,  partnership, other business
organization or division  thereof or any material  amount of assets;  (ii) incur
any  indebtedness  for borrowed  money or issue any debt  securities  or assume,
guarantee or endorse,  or otherwise as an accommodation  become responsible for,
the  obligations  of any Person,  or make any loans or  advances,  except in the
ordinary course of business and consistent with past practice;  (iii) enter into
any  contract  or  agreement  other  than in the  ordinary  course of  business,
consistent  with past practice;  (iv)  authorize any single capital  expenditure
which is in  excess  of  $50,000  or  capital  expenditures  which  are,  in the
aggregate,  in excess of $200,000  for the Company  taken as a whole;  (v) enter
into any  agreement in which the  obligation of the Company  exceeds  $50,000 or
which shall not terminate or be subject to termination for convenience within 30
days following  execution;  (vi) license any  Technology or IP Rights;  or (vii)
enter into or amend any  contract,  agreement,  commitment or  arrangement  with
respect to any matter set forth in this subsection (e);




                                      -50-
<PAGE>

     (f) enter into or amend any employment,  consulting or agency agreement, or
increase  the  compensation  payable  or to  become  payable  to  its  officers,
employees,  agents or consultants, or grant any severance or termination pay to,
or enter into any employment or severance agreement with, any director,  officer
or other employee of the Company,  or establish,  adopt, enter into or amend any
Employee Benefit Plan, collective  bargaining,  bonus,  profit-sharing,  thrift,
compensation,  stock option,  restricted stock,  pension,  retirement,  deferred
compensation,   employment,  termination,  severance,  benefit  or  other  plan,
agreement,  trust,  fund, policy or arrangement for the benefit of any director,
officer or employee;

     (g) take any  action,  other  than  reasonable  and  usual  actions  in the
ordinary course of business and consistent  with past practice,  with respect to
accounting  methods,  policies or  procedures  (including,  without  limitation,
procedures  with respect to the payment of accounts  payable and  collection  of
accounts receivable);

     (h) make any Tax election or settle or compromise any Tax liability;

     (i) pay, discharge or satisfy any claim, liability or obligation (absolute,
accrued,  asserted  or  unasserted,  contingent  or  otherwise),  other than the
payment,  discharge  or  satisfaction  in the  ordinary  course of business  and
consistent with past practice;

     (j) take any action that would or is reasonably  likely to result in any of
the  representations  or warranties  of the Company set forth in this  Agreement
being  untrue in any  material  respect,  or in any  covenant of the Company set
forth in this  Agreement  being  breached,  or in any of the  conditions  to the
Merger specified in Article IV not being satisfied; or

     (k) agree to do any of the foregoing.

6.2  Access to Information; Confidentiality

     From the date hereof to the Effective  Time, the Company  shall,  and shall
cause the  officers,  directors,  employees and agents of the Company to, afford
the officers, employees and agents of ShopNow.com access at all reasonable times
to the  officers,  employees,  agents,  properties,  offices,  plants  and other
facilities,  books and records of the Company and shall furnish ShopNow.com with
all financial, operating and other data and information as ShopNow.com , through
its officers,  employees or agents, may reasonably request. From the date hereof
until the Effective Time, the Company shall provide ShopNow.com with monthly and
other financial statements of the Company as they become available internally at
the  Company,  all of  which  financial  statements  shall  fairly  present  the
financial position and results of operations of the Company as




                                      -51-
<PAGE>

of the dates and for the periods therein specified. No investigation pursuant to
this Section 6.2 shall affect any  representation  or warranty in this Agreement
of any party hereto or any condition to the  obligations of the parties  hereto.
The  parties  shall  continue  to comply  with and to perform  their  respective
obligations under the Mutual Nondisclosure Agreement between ShopNow.com and the
Company entered into as of December 17, 1999.

6.3  No Alternative Transactions

     (a) Unless this Agreement shall have been terminated in accordance with its
terms,  the Company  shall not,  directly or  indirectly,  through any  officer,
director, agent or otherwise,  solicit,  initiate or encourage the submission of
any proposal or offer from any Person relating to any acquisition or purchase of
all or (other than in the ordinary  course of business) any material  portion of
the  assets  of,  or any  equity  interest  in,  the  Company  or  any  business
combination with the Company (an "Alternative  Transaction"),  or participate in
any negotiations  regarding, or furnish to any other Person any information with
respect to, or otherwise  cooperate  or negotiate in any way with,  or assist or
participate  in,  facilitate  or  encourage,  any effort or attempt by any other
Person to do or seek any of the foregoing.  The Company shall notify ShopNow.com
promptly  if any such  proposal  or offer,  or any  inquiry or contact  with any
Person  with  respect  thereto,  is  made  and  shall,  in any  such  notice  to
ShopNow.com,  indicate in  reasonable  detail the identity of the Person  making
such  proposal,  offer,  inquiry or contact and the terms and conditions of such
proposal, offer, inquiry or contact. The Company agrees not to release any third
party from, or waive any provision of, any  confidentiality or standstill (e.g.,
agreement  not to invest in or seek change of control of the Company)  agreement
to which the Company is a party. Notwithstanding the foregoing, in the event the
Company receives a bona fide offer or proposal from any third party regarding an
Alternative  Transaction  (an  "Offer") the Company may accept such Offer (after
complying  with Section  6.3(b)  below) if the board of directors of the Company
reasonably  determines  after due  consideration  of the  factual  basis and the
advice of counsel  experienced  in such  matters that such action is required by
law;  provided,  however,  that any such action by the Company shall be deemed a
breach of this Section 6.3 for purposes of determining  whether the Company must
pay the Termination Fee described in Section 7.2.

     (b) In the event the  Company  receives an Offer as  described  in the last
sentence of Section  6.3(a),  then the Company  shall,  prior to accepting  such
Offer or  entering  into any  definitive  agreement  with  respect to the Offer,
notify  ShopNow.com  in writing of: (a) all of the terms and  conditions of such
Offer  (which  notice  shall  include  a copy of any term  sheets  and  proposed
definitive  agreements  reflecting  such terms and  conditions  and  include the
identity of the third party or parties making the




                                      -52-
<PAGE>

Offer);  (b) the  Company's  intention of accepting  the Offer on such terms and
conditions; and (c) the Company's agreement to enter into a proposed Alternative
Transaction  with ShopNow.com on terms and conditions  substantially  similar to
those set forth in the Offer (a "Notice  of  Offer").  ShopNow.com  will have 10
days from the  receipt of such  Notice of Offer (the  "Exclusivity  Period")  to
deliver  written  notice  to the  Company  of  ShopNow.com's  acceptance  of the
Company's  offer to enter into an  agreement  with the Company  providing  for a
Alternative  Transaction on terms and conditions  substantially similar to those
set forth in the Notice of Offer (a "Notice of Acceptance");  provided, however,
that to the extent that the  consideration  being  offered to the Company in the
Offer  consists of property other than cash or  securities,  then  ShopNow.com's
acceptance  shall, in lieu of such noncash  property or securities,  provide for
the payment of other  consideration to the Company of  substantially  equivalent
fair market value.  The Company agrees that it will not accept any Offer,  enter
into any  definitive  agreement  providing  for,  or  otherwise  consummate  any
Alternative  Transaction with any third party other than  ShopNow.com  until the
expiration  of the  Exclusivity  Period.  If  ShopNow.com  delivers  a Notice of
Acceptance to the Company prior to the  expiration  of the  Exclusivity  Period,
then ShopNow.com and the Company shall,  within 20 days following receipt of the
Notice of Acceptance,  enter into an agreement, on final terms and conditions to
be  negotiated  in  good  faith  between  them,   providing  for  a  Alternative
Transaction on the terms and conditions  provided for in the Notice of Offer and
Notice of Acceptance.

6.4  Notification of Certain Matters

     Each  party  shall  give  prompt  notice  to the other  parties  of (a) the
occurrence  or  nonoccurrence  of any event that would be  reasonably  likely to
cause any  representation  or  warranty  made by such  party  contained  in this
Agreement  to be  untrue  or  inaccurate  in any  material  respect  and (b) any
material failure by such party to comply with or satisfy any covenant, condition
or  agreement  to be  complied  with or  satisfied  by it  hereunder;  provided,
however,  that the delivery of any notice pursuant to this Section 6.4 shall not
limit or otherwise affect the remedies available to the parties hereunder.

6.5  Further Action; Commercially Reasonable Efforts

     Upon the terms and subject to the  conditions  hereof,  each of the parties
hereto shall use commercially  reasonable efforts to take, or cause to be taken,
all appropriate  action,  and to do, or cause to be done, all things  necessary,
proper or advisable under applicable laws and regulations to consummate and make
effective the transactions contemplated hereby,  including,  without limitation,
using commercially reasonable efforts to obtain all waivers, licenses,  permits,
consents, approvals, authorizations,




                                      -53-
<PAGE>

qualifications  and orders of governmental  authorities and parties to contracts
with the  Company as are  necessary  for the  consummation  of the  transactions
contemplated  hereby and to fulfill the conditions to the Merger. In case at any
time after the  Effective  Time any further  action is necessary or desirable to
carry out the purposes of this Agreement or the Operative Documents,  each party
to this Agreement shall use commercially reasonable efforts to promptly take all
such action. After the Closing, each party hereto, at the request of and without
any further cost or expense to the other parties, shall take any further actions
reasonably necessary or desirable to carry out the purposes of this Agreement or
any Operative Document,  to vest in the Surviving  Corporation full title to all
properties,  assets and rights of the Company and to effect the  issuance of the
Closing Shares pursuant to the terms and conditions hereof.

6.6  Publicity

     No party  hereto  shall  issue  any press  release  or  otherwise  make any
statements to any third party with respect to this Agreement or the transactions
contemplated  hereby other than the issuance by  ShopNow.com  of a press release
announcing  this  Agreement  and  the  transactions  contemplated  hereby  or as
required by law.  Any party who is  required by law to make any such  disclosure
must provide  notice in advance of the  disclosure  to all other  parties.  Such
notice  shall  contain (a) the  contents  of the  proposed  disclosure;  (b) the
reasons that the party  contemplating  disclosure  believes  that  disclosure is
required by law; and (c) the proposed time and place of such disclosure.

6.7  Bring-Down Capitalization Schedule

     No later than three days prior to the Closing, the Company shall deliver to
ShopNow.com  an  updated  version  of  Schedule  2.3 to the  Company  Disclosure
Memorandum  (Capitalization).  The  updated  Schedule  2.3  shall be  deemed  an
amendment to Schedule 2.3 attached hereto.

6.8  Execution of All Operative Documents

     Each party shall execute at or prior to the Closing each Operative Document
to which he, she or it is a party.

6.9  Stockholder Approval

     The Company will call a special Stockholders Meeting as soon as practicable
but in no event later than 30 days after the Form S-4 is declared  effective  by
the SEC to submit  this  Agreement,  the  Merger  and  related  matters  for the
consideration and approval of the Company's  Stockholders ("Company Stockholders
Meeting"). Such





                                      -54-
<PAGE>

approval will be recommended by the Company's Board of Directors, subject to the
fiduciary  obligations of its directors.  Such meeting will be called,  held and
conducted, and any proxies will be solicited, in compliance with applicable law.

6.10 Preparation of S-4

     The Company will as promptly as practicable  provide to ShopNow.com and its
counsel for  inclusion  within the Proxy  Statement/Prospectus  and the S-4 in a
form reasonably  satisfactory to ShopNow.com and its counsel,  such  information
concerning  the  Company,  its  operations,  capitalization,  technology,  share
ownership and other  information  as  ShopNow.com  or its counsel may reasonably
request. By February 15, 2000, or as soon as practicable thereafter, ShopNow.com
and the Company shall prepare and file with the SEC the Proxy  Statement and any
other documents  required by the Exchange Act in connection with the Merger, and
ShopNow.com  shall  prepare  and file  with the SEC the S-4,  in which the Proxy
Statement will be included as a part of the prospectus.  Each of ShopNow.com and
the Company shall use its  commercially  reasonable best efforts to have the S-4
declared  effective  under the Securities  Act as promptly as practicable  after
such filing. Prior to the effective date of the S-4, ShopNow.com shall also take
any action required to be taken under any applicable federal or state securities
or blue sky laws in connection with the issuance of the ShopNow.com Common Stock
in the Merger.  The  Company  agrees  that the Proxy  Statement/Prospectus  will
comply as to form in all material respects with the provisions of all applicable
laws, including the provisions of the Exchange Act and the rules and regulations
of the SEC thereunder, except that no representation is made by the Company with
respect to  information  supplied  by  ShopNow.com  specifically  for  inclusion
therein. ShopNow.com agrees that the S-4 and the Proxy Statement/Prospectus will
comply as to form in all material respects with the provisions of all applicable
laws including the provisions of the Securities Act and the Exchange Act and the
rules and regulations of the SEC thereunder,  except that no  representation  is
made  by  ShopNow.com  with  respect  to  information  supplied  by the  Company
specifically for inclusion therein.

6.11 ShopNow.com Common Stock

     ShopNow.com  agrees to authorize for listing on the Nasdaq  National Market
the shares of ShopNow.com  Common Stock  comprising the Closing Shares by filing
with the Nasdaq National  Market a Notification of Listing of Additional  Shares
(or such other form as may be required by the Nasdaq National Market) as soon as
reasonably  practicable  after the Closing or otherwise in  accordance  with the
rules and regulations of the Nasdaq National Market.




                                      -55-
<PAGE>

6.12 Retirement of Indebtedness

     Immediately prior to the Effective Time,  ShopNow.com agrees to pay off all
outstanding indebtedness of the Company under the Alpine Capital Note.

                 ARTICLE VII - TERMINATION, AMENDMENT AND WAIVER

7.1  Termination

     This  Agreement  may be  terminated  and the Merger may be abandoned at any
time prior to the Effective Time (notwithstanding  approval of this Agreement by
the stockholders):

     (a) by mutual written consent of the Company and ShopNow.com;

     (b) by either  the  Company  or  ShopNow.com,  if the  Merger  has not been
consummated  by June 22, 2000;  provided,  however,  that the right to terminate
this  Agreement  under this  subsection  (b) shall not be available to any party
whose failure to fulfill any obligation  under this Agreement has been the cause
of, or resulted in, the failure of the Effective Time to occur on or before such
date;

     (c) by either the  Company  or  ShopNow.com,  if there  shall be any law or
regulation  that makes  consummation  of the Merger  illegal or if any judgment,
injunction,  order or decree  enjoining  ShopNow.com,  Merger Sub or the Company
from consummating the Merger is entered and such judgment,  injunction, order or
decree shall become final and non-appealable;  provided, however, that the party
seeking to terminate this Agreement  pursuant to this  subsection (c) shall have
used all  reasonable  efforts  to remove  such  judgment,  injunction,  order or
decree;

     (d) by the Company,  in the event of a material  breach by  ShopNow.com  or
Merger Sub of any  representation,  warranty or agreement  contained herein that
has not been cured or is not curable by June 22, 2000; or

     (e) by ShopNow.com, in the event of a material breach by the Company of any
representation,  warranty or agreement  contained herein that has not been cured
or is not curable by June 22, 2000.

     (f) by either  ShopNow.com  or the Company upon written notice to the other
party, in the event that the  Undisclosed  Liability as determined in accordance
with Section 1.7.1(c)(ii) exceeds $1,000,000 and the parties are unable to agree
within 15 days after the date such  Undisclosed  Liability is  determined to any
adjustment to the Closing Shares.




                                      -56-
<PAGE>

7.2  Effect of Termination

     (a) Except as  specifically  provided in this  Section 7.2, in the event of
the termination of this Agreement pursuant to Section 7.1 hereof, there shall be
no further  obligation  on the part of any party  hereto,  except  that  nothing
herein shall relieve any party from liability for any willful breach hereof.

     (b) If ShopNow.com  shall terminate this Agreement  pursuant to (i) Section
7.1(b) by reason of the Company's failure or inability to satisfy the conditions
to the Merger or (ii) Section  7.1(e) by reason of the  Company's  breach of the
covenants contained in Sections 6.1, 6.3 or 6.6 (a "Breakup  Termination"),  and
the Company  consummates  an  Alternative  Transaction on or before the one-year
anniversary of such termination,  the Company shall: (i) pay to ShopNow.com upon
the closing of the Alternative  Transaction a termination fee (the  "Termination
Fee"),  equal to 20% of the aggregate  value of cash and non-cash  consideration
(including the assumption of any liabilities of the Company)  received and to be
received by the Company and/or its  stockholders in respect of such  Alternative
Transaction in excess of $45 million.

                             ARTICLE VIII - GENERAL

8.1  Survival

     All  representations  and warranties  contained in this Agreement or in the
Operative  Documents or in any certificate  delivered pursuant hereto or thereto
shall terminate upon the Effective Time. The covenants and agreements  contained
in this Agreement shall survive and continue until all obligations  with respect
thereto shall have been performed or satisfied or shall have been  terminated in
accordance with their terms.

8.2  Tax Matters - Reorganization Treatment

     Solely  for  tax  purposes  and  except  as  otherwise   required  by  law,
ShopNow.com shall, and shall cause Merger Sub and the Company to: (a) report the
Merger as a reorganization under Section 368(a)(1) of the Code on all applicable
U.S.  federal,  state and local Tax Returns (as defined in Section  2.8) and (b)
keep records and file in connection with their respective U.S. federal and state
Tax Returns  all such  information  as may be  required  by Treasury  Regulation
Section 1.368-3.




                                      -57-
<PAGE>

8.3  Expenses

     If the  transactions  contemplated  by this Agreement are not  consummated,
each party  shall pay its own fees and  expenses  incident  to the  negotiation,
preparation  and  execution  of  this  Agreement  and  the  Operative  Documents
(including legal and accounting fees and expenses);  provided, however, that the
attorneys'  fees and  expenses  of the  prevailing  party in any action  brought
hereunder shall be paid by the other party to such action.  If the  transactions
contemplated  by  this  Agreement  are  consummated,  ShopNow.com  will  pay the
reasonable fees and expenses of the Company and the Key Stockholders incident to
the  negotiation,  preparation and execution of this Agreement and the Operative
Documents  (other than the costs and expenses of the attorneys,  accountants and
other representatives of the Key Stockholders in excess of $10,000, which excess
expenses  shall  remain  the  responsibility  of  the  Key  Stockholders).   The
stockholders  of the Company shall pay any and all brokerage or finders' fees or
agents'  commissions  or any similar  charges  incurred in  connection  with the
Merger and set forth on Schedule 2.19 to the Company Disclosure Memorandum.

8.4  Notices

     Any notice,  request or demand  desired or  required to be given  hereunder
shall be in writing given by personal delivery, confirmed facsimile transmission
or overnight  courier service,  in each case addressed as respectively set forth
below or to such other address as any party shall have previously  designated by
such a notice. The effective date of any notice,  request or demand shall be the
date of personal delivery,  the date on which successful facsimile  transmission
is confirmed or the date  actually  delivered by a reputable  overnight  courier
service,  as the case may be, in each case properly addressed as provided herein
and with all charges prepaid.

         TO SHOPNOW.COM OR MERGER SUB:

                  ShopNow.com Inc.
                  411 First Avenue South, Suite 200 North
                  Seattle, Washington 98101
                  Fax: (206) 223-2324
                  Attention: Alan D. Koslow

         with a copy to:

                  Perkins Coie LLP
                  1201 Third Avenue, 48th Floor
                  Seattle, Washington 98101-3099




                                      -58-
<PAGE>

                  Fax: (206) 583-8500
                  Attention: Edmund Belsheim

         TO THE COMPANY:

                  Ubarter.com Inc.
                  2815 2nd Avenue Suite 500
                  Seattle, WA  98121
                  Fax:  (206)239-2729
                  Attention:  Steven M. White

         with a copy to:

                  Dorsey & Whitney LLP
                  U.S. Bank Building Center
                  1420 Fifth Avenue, Suite 400
                  Seattle, WA 98101
                  Fax:  (206) 903-8820
                  Attention:  Michael Brown

8.5  Severability

     If any term or other  provision of this  Agreement  is invalid,  illegal or
incapable  of being  enforced  by any rule of law, or public  policy,  all other
conditions and provisions of this Agreement  shall  nevertheless  remain in full
force and effect so long as the economic or legal substance of the  transactions
contemplated  hereby is not  affected in any manner  adverse to any party.  Upon
such  determination  that any term or other  provision  is  invalid,  illegal or
incapable of being enforced, the parties hereto shall negotiate in good faith to
modify  this  Agreement  so as to effect the  original  intent of the parties as
closely  as  possible  in  a  mutually  acceptable  manner  in  order  that  the
transactions  contemplated  hereby be consummated as originally  contemplated to
the fullest extent possible.

8.6  Entire Agreement

     This  Agreement,  the  Operative  Documents,  that  certain  Non-Disclosure
Agreement  dated  on or about  December  17,  1999,  and the  ShopNow.com  Note,
constitute  the entire  agreement  among the parties with respect to the subject
matter hereof and thereof and supersede all prior  agreements and  undertakings,
both written and oral,  among the parties,  or any of them,  with respect to the
subject matter hereof and thereof (including,  without limitation, the Letter of
Intent, dated




                                      -59-
<PAGE>


December 20, 1999, between ShopNow.com, the Company, and the Key Stockholders).

8.7  Assignment

     This  Agreement  shall not be assigned by  operation  of law or  otherwise;
provided,  however,  that Merger Sub's rights and obligations may be assigned to
and assumed by ShopNow.com or any other  corporation  wholly owned  (directly or
through intermediate wholly owned subsidiaries) by ShopNow.com.

8.8  Parties in Interest

     This Agreement shall be binding upon and inure solely to the benefit of the
parties hereto and their respective successors, heirs, legal representatives and
permitted  assigns,  and  nothing  in this  Agreement,  express or  implied,  is
intended to or shall confer upon any other  Person any right,  benefit or remedy
of any nature whatsoever under or by reason of this Agreement.

8.9  Governing Law; Venue

     This Agreement shall be governed by, and construed in accordance  with, the
laws of the state of Washington  applicable  to contracts  executed in and to be
performed in that state. The parties irrevocably consent to the jurisdiction and
venue of the state and federal  courts  located in King  County,  Washington  in
connection  with any action  relating  to this  Agreement  (except to the extent
provisions of Nevada Law apply to the Merger).

8.10 Headings

     The  descriptive  headings  contained  in this  Agreement  are included for
convenience  of  reference  only and shall not affect in any way the  meaning or
interpretation of this Agreement.

8.11 Counterparts

     This  Agreement  may be executed  and  delivered  (including  by  facsimile
transmission) in one or more  counterparts,  and by the different parties hereto
in separate  counterparts,  each of which when executed and  delivered  shall be
deemed to be an original but all of which taken  together  shall  constitute one
and the same agreement.




                                      -60-
<PAGE>

8.12 Waiver of Jury Trial

     Each of ShopNow.com,  the Company and Merger Sub hereby  irrevocably waives
all right to trial by jury in any action,  proceeding or  counterclaim  (whether
based  on  contract,  tort or  otherwise)  arising  out of or  relating  to this
Agreement,  the transactions  contemplated hereby or the actions of such parties
in the negotiation, administration, performance and enforcement hereof.

8.13 Amendment

     This Agreement may not be amended except by an instrument in writing signed
by ShopNow.com, Merger Sub and the Company.

8.14 Waiver

     At any time prior to the  Effective  Time,  any party hereto may (a) extend
the time for the  performance  of any obligation or other act of any other party
hereto, (b) waive any inaccuracy in the representations and warranties contained
herein or in any document  delivered  pursuant  hereto,  or (c) waive compliance
with any agreement or condition  contained herein.  Any such extension or waiver
shall be valid only if set forth in an instrument in writing signed by the party
or parties to be bound thereby.





                            [Signature Page Follows]








                                      -61-
<PAGE>


     IN WITNESS  WHEREOF,  the parties  hereto have entered into and signed this
Agreement and Plan of Merger as of the date and year first above written.

                                      SHOPNOW.COM INC.


                                      ------------------------------------------

                                      Name -------------------------------------

                                      Its  -------------------------------------


                                      SHAMU ACQUISITION, INC.


                                      ------------------------------------------

                                      Name -------------------------------------

                                      Its  -------------------------------------


                                      UBARTER.COM INC.


                                      ------------------------------------------

                                      Name -------------------------------------

                                      Its  -------------------------------------



<PAGE>

                                   EXHIBIT 4.3

                     OPINION OF COUNSEL TO UBARTER.COM INC.


     Based upon and subject to the foregoing, we are of the opinion that:

     1. The Company is a corporation validly existing and in good standing under
the laws of the State of Nevada.  The Company has all necessary  corporate power
and corporate  authority to own, operate and lease its properties and to conduct
its business as now conducted as described in the Prospectus/Proxy Statement.

     2. The Company has the corporate  power and  authority to execute,  deliver
and perform its obligations  under the Merger  Agreement . The Merger  Agreement
has been duly authorized, executed and delivered by the Company.

     3. The Merger  Agreement is a legal,  valid and binding  obligation  of the
Company,  enforceable against the Company in accordance with its terms,  subject
to qualifications.

     4.  Neither  the  execution  and  delivery  by the  Company  of the  Merger
Agreement nor the consummation by the Company of the Merger contemplated therein
nor  the  performance  by the  Company  of its  obligations  thereunder  and the
consummation  of the Merger  will (a)  constitute  a violation  of any  federal,
Nevada or Washington state statute,  regulation or rule having the force of law,
(b) cconstitute a material  default (or with the provision of notice or lapse of
time or both would  constitute a maertial  default)  under the provisions of any
agreement  included as an exhibit to the Company's  Annual Report on Form 10-KSB
for the  year  ended  March  31,  1999,  or by any  report  filed  with  the SEC
subsequent  thereto or as set forth in Schedule 2.10.1 to the Company Disclosure
Memorandum,  to which  the  Company  is a party or to which the  Company  or its
properties  is bound or  affected,  or (c) violate the Articles or Bylaws of the
Company.

     5. The  authorized  capital  stock of the Company  consists  of  25,000,000
shares of Company Common Stock and 10,000,000  shares of Preferred Stock,  $.001
par value per share.  All the shares of the  Company's  capital stock issued and
outstanding immediately prior to the Effective Time are duly authorized, validly
issued,  nonassessable and fully paid. To our knowledge,  except as set forth in
Section  2.3 of the  Merger  Agreement  and  Schedule  2.3(c) to the  Disclosure
Memorandum,   and  based  solely  on  a  review  of  copies  of  the   Company's
capitalization  records and minute book and a certificate from Company officers,
there are no outstanding  rights of first refusal or offer,  preemptive  rights,
Stock Purchase Rights or


<PAGE>

other  agreements  for the  purchase  or  acquisition  from the  Company  of any
additional shares of capital stock of the Company or any securities  convertible
into or exercisable or exchangeable  for shares of capital stock of the Company,
and the  Company  is not  committed  to issue or grant  any such  rights,  Stock
Purchase Rights or other agreements.

     6. To our knowledge,  there is no legal or governmental  proceeding pending
or  threatened to which the Company is a party that we believe is likely to have
a material  adverse  effect on the  ability of the  Company  to  consummate  the
transactions contemplated by the Merger Agreement.

     7. To our  knowledge,  no  authorization  of any domestic  governmental  or
regulatory  authority is required for the  execution  and delivery of the Merger
Agreement  on behalf of the Company or for the Merger,  except such as have been
obtained,  other than compliance with applicable  securities laws, the filing of
the Articles of Merger with the Nevada  Secretary of State and the filing of the
Agreement of Merger with the  Washington  Secretary of State,  together  with an
officers'  certificate  executed  by  Purchaser  and  an  officers'  certificate
executed by the Company,  as contemplated by Section 1.3 of the Merger Agreement
and as required by Nevada Law and Washington Law.

     8.  Subject  to the  filing  of the  Articles  of  Merger  with the  Nevada
Secretary of State and the filing of the Agreement of Merger with the Washington
Secretary of State, together with an officers' certificate executed by Purchaser
and an officers'  certificate  executed by the Company,  the Merger shall become
effective  under  Nevada  law on the  date  and at the  time  set  forth  in the
Agreement of Merger.







                                      -2-


<PAGE>

                                   EXHIBIT 4.8

              NOTICE OF NON-U.S. REAL PROPERTY HOLDING CORPORATION
          STATUS PURSUANT TO TREASURY REGULATION SECTION 1.897-2(h)(2)


     Pursuant to an  Agreement  and Plan of Merger  among  ShopNow.com  Inc.,  a
Washington corporation  ("ShopNow.com"),  Shamu Acquisition,  Inc., a Washington
corporation  and wholly  owned  subsidiary  of  ShopNow.com  ("Merger  Sub") and
Ubarter.com Inc., a Nevada corporation (the "Company"),  dated as of January __,
2000 (the "Merger Agreement"),  the Company will merge with and into Merger Sub,
with Merger Sub being the surviving  corporation (the "Merger").  In the Merger,
all of the  treasury  shares  of  the  Company  will  be  cancelled,  all of the
outstanding capital stock of the Company and options to acquire capital stock of
the Company will be automatically  converted into the right to receive shares of
ShopNow.com,   and  all  of  the  outstanding  shares  of  Merger  Sub  will  be
automatically converted into shares of the Company.

     Section 1445 of the Internal Revenue Code of 1986, as amended (the "Code"),
provides that a transferee  of a U.S.  Real  Property  Interest (as that term is
defined  in  Section  897(c)(1)(A)(ii)  of the Code)  must  withhold  tax if the
transferor is not a U.S. person.  In order to confirm that the  ShopNow.com,  as
transferee,  is not required to withhold  tax upon the receipt of the  Company's
capital stock in the Merger, the undersigned hereby certifies as follows:

     1. The capital stock of the Company to be received by ShopNow.com  pursuant
to the Merger Agreement does not constitute a U.S. Real Property Interest;

     2. The  determination  in Paragraph 1 above is based on a determination  by
the  Company  that  the  Company  is not and has not been a U.S.  Real  Property
Holding  Corporation (as that term is defined in Section  897(c)(2) of the Code)
during the  five-year  period  preceding  the date of this Notice,  as indicated
below;

     3. the Company is not a foreign corporation,  foreign partnership,  foreign
trust or foreign  estate (as those  terms are defined in the Code and the Income
Tax Regulations);

     4. the Company's U.S. employer identification number is 91-1739746;

     5. the Company's office address is 21400 International Blvd. #207, Seattle,
WA 98198; and



<PAGE>


     6. the Company  hereby  authorizes  ShopNow.com  to file this notice in its
behalf  with the  Internal  Revenue  Service  within 30 days after the date this
notice is delivered to ShopNow.com.

     This  Notice  is made in  accordance  with  the  requirements  of  Treasury
Regulation  Section  1.897-2(h)(2).  the  Company  understands  that  any  false
statement contained herein could be punished by fine, imprisonment or both.

     Under penalties of perjury, the undersigned officer hereby declares that he
has examined  this notice and, to the best of his  knowledge  and belief,  it is
true, correct and complete, and the undersigned officer further declares that he
has authority to sign this document on behalf of the Company.

                                           Ubarter.com Inc.

Dated: -------------, 2000                 By: --------------------------------

                                           Title: -----------------------------






                     [SIGNATURE PAGE TO FIRPT CERTIFICATE]
<PAGE>


----------------, 2000

Assistant Commissioner (International)
Director, Officer of Compliance
OP:I:C:E:  666
950 L'Enfant Plaza South, S.W.
COMSTAT Building
Washington, D.C.  20024

     Re:  Notice of Non-U.S. Real Property Holding Corporation Status

Ladies and Gentlemen:

     This  Certificate  is  being  provided  by  Ubarter.com,   Inc.,  a  Nevada
corporation ("the Company"), pursuant to the requirements of Treasury Regulation
Section 1.897-2(h)(2).

     The attached Notice of Non-U.S.  Real Property Holding  Corporation  Status
Pursuant to Treasury  Regulation  Section  1.897-2(h)(2)  was not requested by a
foreign interest holder. Such Notice was requested by ShopNow.com,  a Washington
corporation  ("ShopNow.com"),  the  transferee of the stock of the Company.  The
Company is located at 21400  International  Blvd. #207,  Seattle,  WA 98198. The
Company's Taxpayer Identification Number is 91-1739746.

     The  interests  in  question,  shares of the  Company  capital  stock to be
received by  ShopNow.com  pursuant to an Agreement  and Plan of Merger,  are not
U.S.   Real   Property   Interests,   as  that  term  is   defined   in  Section
897(c)(1)(A)(ii) of the Internal Revenue Code of 1986, as amended.

     Under penalties of perjury, the undersigned officer hereby declares that he
has examined this Certificate and the attachment  Notice and, to the best of his
knowledge and belief,  they are true, correct and complete,  and the undersigned
officer  further  declares that he has authority to sign this document on behalf
of the Company.

                                           Ubarter.com Inc.

Dated: -------------, 2000                 By: --------------------------------

                                           Title: -----------------------------



<PAGE>

                                  EXHIBIT 4.11

                                SHOPNOW.COM INC.

                         INTELLECTUAL PROPERTY AGREEMENT

     (Confidentiality, Invention Assignment, Nonraiding and Noncompetition)

     I,  the  undersigned  employee,   agree  as  follows  for  the  benefit  of
SHOPNOW.COM  INC.,  its  parents,  subsidiaries  and  affiliates  (collectively,
"ShopNow.com"):

     1. Confidentiality. I agree that information that is not generally known to
the  public  to which I have  been or will be  exposed  as a result  of my being
employed by ShopNow.com is confidential information that is and shall remain the
exclusive property of ShopNow.com.  This includes  information  developed by me,
alone or with others,  or entrusted to ShopNow.com by its customers or others. I
acknowledge that this confidential  information  constitutes a valuable asset of
ShopNow.com.  I will  hold  ShopNow.com's  confidential  information  in  strict
confidence,  and not disclose or use it except as authorized by ShopNow.com  and
for  ShopNow.com's  benefit.  If anyone  tries to compel me to  disclose  any of
ShopNow.com's  confidential  information,  by  subpoena  or  otherwise,  I  will
immediately notify ShopNow.com so that ShopNow.com may take any actions it deems
necessary  to protect its  interests.  My  agreements  to protect  ShopNow.com's
confidential information apply both while I am employed by ShopNow.com and after
my employment by ShopNow.com ends, regardless of the reason it ends.

     My obligations  under the prior  paragraph shall end two years after (a) my
employment  by  ShopNow.com  ends or (b) I return to  ShopNow.com  all materials
(including  documents and  electronic  media) that contain any of  ShopNow.com's
confidential information, whichever occurs later.

     ShopNow.com's   confidential  information  includes,   without  limitation,
information  relating to ShopNow.com's trade secrets,  research and development,
product  or  service  development  plans,  design  specifications,   inventions,
know-how,  software  (including  source  code and  object  code),  policies  and
procedures,   teaching  materials,   manufacturing,   engineering,   purchasing,
accounting,  marketing, sales, customers,  customer lists, suppliers,  financial
status or employees.

     I  understand  that  this  agreement  does not limit my right to use my own
general  knowledge  and  experience,  whether or not gained  while  employed  by
ShopNow.com,  or my right to use information that is or becomes  generally known
to the public  through no fault of my own,  but I have the burden in any dispute
of showing that information is not ShopNow.com's confidential information.


<PAGE>

     I understand it is  ShopNow.com's  policy not to  improperly  obtain or use
confidential,  proprietary  or trade  secret  information  that belongs to third
parties,  including others who have employed or engaged me or who have entrusted
confidential  information  to me. I will not use for  ShopNow.com's  benefit  or
disclose to ShopNow.com  confidential,  proprietary or trade secret  information
that belongs to others unless I advise ShopNow.com that the information  belongs
to a third party and both ShopNow.com and the owners of the information  consent
to the disclosure and use.

     2. Inventions,  Copyrights and Patents. ShopNow.com owns all Inventions and
Works I make,  conceive,  develop,  discover,  reduce  to  practice  or fix in a
tangible  medium of  expression,  alone or with  others,  either  (a)  during my
employment by ShopNow.com (including past employment,  and whether or not during
working hours), or (b) within one year after my employment ends if the Invention
or Work results from any work I performed for ShopNow.com or involves the use or
assistance of  ShopNow.com's  facilities,  materials,  personnel or confidential
information. ShopNow.com also owns all Inventions and Works of mine that I bring
to ShopNow.com that are used in the course of ShopNow.com's business or that are
incorporated into any Inventions or Works that belong to ShopNow.com.

     I  will  promptly   disclose  to  ShopNow.com,   will  hold  in  trust  for
ShopNow.com's  sole benefit,  will assign to ShopNow.com and hereby do assign to
ShopNow.com all Inventions and Works described in the prior paragraph, including
all  copyrights  (including  renewal  rights),  patent  rights and trade  secret
rights, vested and contingent. I will waive and hereby do waive any moral rights
I have or may have in the Inventions and Works described in the prior paragraph.
I agree that all Works I produce within the scope of my employment  (which shall
include all Works I produce related to  ShopNow.com's  business,  whether or not
done during regular working hours) shall be considered  "works made for hire" so
that  ShopNow.com  will be considered  the author of the Works under the federal
copyright  laws.  At  ShopNow.com's  direction  and  expense I will  execute all
documents  and take all actions  necessary  or  convenient  for  ShopNow.com  to
document,  obtain,  maintain or assign its rights to these Inventions and Works.
ShopNow.com  shall have full control over all  applications for patents or other
legal protection of these Inventions and Works.

     "Inventions" means discoveries, developments, concepts, ideas, improvements
to existing technology,  processes,  procedures,  machines,  products, services,
teaching  methods,  compositions  of  matter,  formulas,  algorithms,   computer
programs and techniques,  and all other matters ordinarily  intended by the word
"invention,"  whether or not  patentable  or  copyrightable.  "Inventions"  also
includes all records and  expressions of those  matters.  "Works" means original
works  of  authorship,   including  interim  work  product,   modifications  and
derivative works, and all similar matters, whether or not copyrightable.



                                       2
<PAGE>

     I understand that this agreement does not apply to any Invention or Work of
mine for which no equipment, supplies, facilities or trade secret information of
ShopNow.com was used and which was developed entirely on my own time, unless (a)
the Invention or Work relates  directly to  ShopNow.com's  business or actual or
demonstrably  anticipated research or development,  or (b) the Invention or Work
results from any work I performed for ShopNow.com.

     3. ShopNow.com  Materials.  I will safeguard and return to ShopNow.com when
my  employment  ends,  or sooner if  ShopNow.com  requests,  all  documents  and
property  in  my  care,   custody  or  control  relating  to  my  employment  or
ShopNow.com's business,  including without limitation any documents that contain
ShopNow.com's confidential information.

     4. Nonraiding of Employees. So long as I am employed by ShopNow.com and for
eighteen (18) months after my  employment  ends (twelve (12) months if I did not
serve as a manager  during my last 12 months of  employment),  regardless of the
reason it ends, I will not directly or indirectly  solicit any employee to leave
his or her  employment  with  ShopNow.com  to provide  services for me or anyone
else.  This  includes that I will not (a) disclose to any third party the names,
backgrounds or qualifications  of any ShopNow.com  employees or former employees
or  otherwise  identify  them  as  potential  candidates  for  employment:   (b)
personally or through any other person  approach,  recruit or otherwise  solicit
employees or former employees of ShopNow.com to work for any other employer;  or
(c)  participate  in any  pre-employment  interviews  with  any  person  who was
employed by  ShopNow.com  while I was employed by  ShopNow.com.  This  paragraph
shall not restrict the solicitation of any former ShopNow.com employee after the
employee has been gone from ShopNow.com for at least six months.

     5. No Disparagement or  Interference.  I will not disparage  ShopNow.com or
its  business,  customers,  products or  services  and will not  interfere  with
ShopNow.com's relationships with its customers,  employees,  vendors, bankers or
others. This applies both while I am employed by ShopNow.com and for twenty-four
(24) months after my employment by ShopNow.com ends, regardless of the reason it
ends.

     6. Other Employment  While Employed by ShopNow.com.  While I am employed by
ShopNow.com  I will  not  do  work  that  competes  with  or  relates  to any of
ShopNow.com's   products,   services  or  activities   without  first  obtaining
ShopNow.com's  written  permission.   Any  business   opportunities  related  to
ShopNow.com's  business that I learn of or obtain while  employed by ShopNow.com
(whether or not during working hours) belong to  ShopNow.com,  and I will pursue
them only for ShopNow.com's benefit.

     7.  Noncompetition  After  Employment by ShopNow.com  Ends. For twelve (12)
months after my employment  by  ShopNow.com  ends,  provided that I either leave
ShopNow.com  voluntarily or am terminated by ShopNow.com  for cause, I will not,
directly or indirectly:  (a) sell,  market or propose to sell or market products
or services



                                       3
<PAGE>

that compete or will  compete with  ShopNow.com's  then  existing or  reasonably
anticipated  products or services  ("Competing  Products  or  Services")  in any
geographic area where ShopNow.com's  products or services are then marketed, (b)
design or develop  Competing  Products  or  Services,  (c) work for or with,  or
provide services or information to, any person or entity that (i) sells, markets
or proposes to sell or market  Competing  Products or Services in any geographic
area where  ShopNow.com's  products or services  are then  marketed,  or (ii) is
designing or developing Competing Products or Services, or (d) solicit, acquire,
provide  services  to,  or  conduct  any  competing  business  from or with  any
ShopNow.com  customer (as defined below) with whom I had substantial  contact on
ShopNow.com's   behalf  within  twelve  (12)  months  before  my  employment  by
ShopNow.com ended.

     For purposes of this paragraph, ShopNow.com's customers shall include those
corporations, organizations, facilities, and individuals to whom ShopNow.com was
providing products or services,  or had proposals  outstanding for the provision
of products or  services,  within  twelve (12) months  before my  employment  by
ShopNow.com ended.

     If I wish to  consider  a  particular  employment  opportunity  that may be
prohibited  by this  paragraph,  I  understand  that I may  request a review and
written  release by  ShopNow.com  if the  potentially  competitive  situation is
determined by ShopNow.com to not represent a significant competitive exposure. I
acknowledge that a written release is the only means by which the noncompetition
provision in this agreement can be waived. I understand that in cases where this
noncompetition  provision  does not  apply,  I am  still  subject  to all  other
obligations  I  have  to  ShopNow.com,   including  my  obligations  related  to
ShopNow.com's inventions, copyrights and confidential information.

     8.  Disclosure  of Other Work.  Before I  undertake  any work for myself or
anyone else,  during my employment by ShopNow.com or within eighteen (18) months
after my employment by  ShopNow.com  ends (twelve (12) months if I did not serve
as a manager during my last 12 months of employment),  that will involve subject
matter related to ShopNow.com's  activities,  I will fully disclose the proposed
work to ShopNow.com.

     9.  Reasonableness of Terms. I acknowledge that the terms of this agreement
are reasonably necessary to protect ShopNow.com's legitimate business interests.
I acknowledge  that if my employment  with  ShopNow.com  ends my experience  and
capabilities  are such that I can obtain  employment  that does not violate this
agreement,  and that an injunction to enforce this agreement will not prevent me
from earning a reasonable livelihood.

     10.  Future  Consulting  or Employment  for  ShopNow.com.  If my employment
relationship  with ShopNow.com ends but ShopNow.com  employs me again or engages
me as a consultant, then this agreement shall apply to my later employment(s) or
engagement(s)  unless they follow a period of a year or more during  which I was
neither



                                        4
<PAGE>

employed nor engaged by ShopNow.com.  If this agreement becomes  applicable to a
consulting  relationship,  the  references in this agreement to my employment by
ShopNow.com  shall be treated,  as  appropriate,  as referring to my  consulting
relationship with ShopNow.com.

     11. No  Guarantee  of  Employment.  I  understand  this  agreement is not a
guarantee of continued  employment.  My  employment is terminable at any time by
ShopNow.com  or me,  with or without  cause or prior  notice,  unless  otherwise
provided in a written employment agreement.

     12. No Conflicting Agreements. I am not a party to any agreements,  such as
confidentiality or noncompetition  agreements,  that limit my ability to perform
my duties for ShopNow.com. I agree to indemnify ShopNow.com and hold ShopNow.com
harmless from any legal actions that result from a prior employment agreement.

     13.  Miscellaneous.  If I breach this  agreement it will cause  ShopNow.com
irreparable harm. If I breach or threaten to breach this agreement,  ShopNow.com
will be  entitled  to  injunctive  or other  equitable  relief  as well as money
damages.  If I breach this  agreement,  I will hold in trust for ShopNow.com all
income  I  receive  as a result  of the  violation.  I  consent  to  ShopNow.com
notifying  anyone to whom I may provide  services of the  existence and terms of
this  agreement.  In any lawsuit arising out of or relating to this agreement or
my employment,  including  without  limitation  arising from any alleged tort or
statutory  violation,  the prevailing party shall recover their reasonable costs
and attorneys fees, including on appeal. This agreement shall be governed by the
internal  laws of the state of  Washington  without  giving effect to provisions
thereof related to choice of laws or conflict of laws. Venue and jurisdiction of
any lawsuit involving this agreement or my employment shall exist exclusively in
state and federal courts in King County, Washington, unless injunctive relief is
sought by  ShopNow.com  and, in  ShopNow.com's  judgment,  may not be  effective
unless obtained in some other venue. If any part of this agreement is held to be
unenforceable, it shall not affect any other part. If any part of this agreement
is held to be  unenforceable  as  written,  it shall be  enforced to the maximum
extent allowed by applicable law. My obligations under this agreement supplement
and do not limit other  obligations  I have to  ShopNow.com,  including  without
limitation  under the law of trade secrets.  This agreement shall be enforceable
regardless of any claim I may have against  ShopNow.com.  This  agreement  shall
survive the  termination of my  employment,  however  caused.  The waiver of any
breach of this  agreement or failure to enforce any provision of this  agreement
shall not waive any later  breach.  This  agreement  is binding on me, my heirs,
executors,  personal  representatives,  successors  and  assigns,  and  benefits
ShopNow.com  and its  successors  and assigns.  This  agreement is the final and
complete  expression of my agreement on these subjects,  and may be amended only
in a writing signed by ShopNow.com and me.

     DATED this --- day of --------------, 1999.



                                       5
<PAGE>

EMPLOYEE:





------------------------------
Name:











                                       6

<PAGE>

                                  EXHIBIT 4.20

                            FORM OF AFFILIATE LETTER


ShopNow.com Inc.
411 First Avenue South, Suite 200 North
Seattle, WA  98101

Ladies and Gentlemen:

     I have been  advised  that as of the date of this letter I may be deemed to
be an "affiliate" of Ubarter.com Inc., a Nevada corporation (the "Company"),  as
the term  "affiliate"  is defined for purposes of paragraphs (c) and (d) of Rule
145 of the rules and regulations  (the "Rules and  Regulations")  promulgated by
the Securities and Exchange  Commission (the "Commission")  under the Securities
Act of 1933,  as amended (the  "Securities  Act").  Pursuant to the terms of the
Agreement  and Plan of Merger  dated as of  January  __ 2000 (the  "Agreement"),
among  ShopNow.com  Inc.,  a  Washington  corporation   ("ShopNow.com"),   Shamu
Acquisition,  Inc., a Washington  corporation  and a wholly owned  subsidiary of
ShopNow.com  ("Merger Sub") and the Company, the Compan will merge with and into
Merger Sub, with Merger Sub being the surviving corporation (the "Merger").

     As a result of the proposed  Merger, I will receive shares of common stock,
par value $.001 per share, of ShopNow.com  (the  "ShopNow.com  Common Stock") in
exchange for shares of the Company's capital stock owned by me.

     I  represent,  warrant  and  covenant  to  ShopNow.com  that in the event I
receive  any  shares of  ShopNow.com  Common  Stock as a result of the  proposed
Merger:

     1. I shall not make any sale, transfer,  or other disposition of the shares
of ShopNow.com  Common Stock that I may acquire in connection with the Merger in
violation of the Securities Act or the Rules and Regulations.

     2. I have  carefully  read this letter and the  Agreement and discussed the
requirements of such documents and other applicable  limitations upon my ability
to sell,  transfer  or  otherwise  dispose of the shares of  ShopNow.com  Common
Stock, to the extent I felt necessary, with my legal counsel.

     3. I have been  advised  that the  issuance  of  ShopNow.com  Common  Stock
pursuant  to the  Merger  has been  registered  under  the  Securities  Act on a
Registration Statement on Form S-4. I have also been advised,  however, that, to
the extent that I am  considered an  "affiliate"  of the Company at the time the
Merger Agreement is


<PAGE>

submitted for a vote of the shareholders of the Company,  any public offering or
sale by me of any shares of ShopNow.com  Common Stock that I receive pursuant to
the Merger will, under current law, require either (i) the further  registration
under the Securities Act of any shares of ShopNow.com Common Stock to be sold by
me,  (ii)  compliance  with  Rule 145  under  the  Securities  Act or (iii)  the
availability of another  exemption from such  registration  under the Securities
Act.

     4. I also  understand  that  stop  transfer  instructions  will be given to
ShopNow.com's  transfer agent with respect to the shares of  ShopNow.com  Common
Stock that will be received by me in the Merger and that there will be placed on
the  certificates  for  the  ShopNow.com  Common  Stock  issued  to  me,  or any
substitutions therefor, a legend stating in substance:

          "THE  SHARES   REPRESENTED  BY  THIS  CERTIFICATE  WERE  ISSUED  IN  A
          TRANSACTION TO WHICH RULE 145 PROMULGATED  UNDER THE SECURITIES ACT OF
          1933, AS AMENDED,  APPLIES. THE SHARES REPRESENTED BY THIS CERTIFICATE
          MAY ONLY BE TRANSFERRED  IN ACCORDANCE  WITH THE TERMS OF AN AGREEMENT
          BETWEEN THE REGISTERED HOLDER HEREOF AND SHOPNOW.COM,  INC., A COPY OF
          WHICH  AGREEMENT IS ON FILE AT THE  PRINCIPAL  OFFICE OF  SHOPNOW.COM,
          INC."

     It is understood  and agreed that  ShopNow.com  shall remove  promptly such
stop transfer  instructions and legend and will deliver substitute  certificates
without such legend upon:  (i) one year from the date the  undersigned  acquired
the  ShopNow.com  Common Stock received in the Merger and the provisions of Rule
145(d)(2) are then  available to the  undersigned,  (ii) two years from the date
the undersigned acquired the ShopNow.com Common Stock received in the Merger and
the  provisions of Rule  145(d)(3) are then  applicable to the  undersigned,  or
(iii) delivery by me of an opinion of counsel to ShopNow.com,  which opinion and
counsel shall be reasonably satisfactory to ShopNow.com, or a "no-action" letter
obtained by the undersigned from the staff of the Commission, to the effect that
the restrictions imposed by Rule 145 under the Securities Act no longer apply to
the undersigned.

     Execution of this letter  should not be  considered an admission on my part
that I am an "affiliate"  of the Company as described in the first  paragraph of
this  letter or as a waiver of any rights I may have to object to any claim that
I am such an affiliate on or after the date of this letter.



                                      -2-
<PAGE>

     For so long as and to the extent  necessary to permit me to sell the shares
of ShopNow.com  Common Stock pursuant to Rule 145 and, to the extent applicable,
Rule 144 under the Act, ShopNow.com shall use its reasonable best efforts to (i)
file,  on a timely  basis,  all reports  and data  required to be filed with the
Commission by it pursuant to Section 13 of the Securities  Exchange Act of 1934,
as  amended  (the "1934  Act"),  and (ii)  furnish to me upon  request a written
statement  as  to  whether   ShopNow.com   has  complied  with  such   reporting
requirements  during  the 12 months  preceding  any  proposed  sale of shares of
ShopNow.com Common Stock by me under Rule 145. ShopNow.com has filed all reports
required to be filed with the Commission  under Section 13 of the 1934 Act since
the time it became subject to the reporting requirements of the 1934 Act.











                                      -3-
<PAGE>

                                          Very truly yours,


                                          -----------------------------------
                                          By

                                          -----------------------------------
                                          Name

                                          -----------------------------------
                                          Title


Accepted this --- day of

-----------, 2000 by

SHOPNOW.COM, INC.



By: -----------------------------------

     Name: ----------------------------

     Title: ---------------------------










                                      -4-

<PAGE>


                                  EXHIBIT 4.21

                                VOTING AGREEMENT

     VOTING AGREEMENT, dated as of January --, 2000 (the "Voting Agreement"), by
and  between   ShopNow.com  Inc.  ("Parent")  and   ---------------------   (the
"Shareholder").

     WHEREAS,  Parent,  Shamu Acquisition,  Inc. ("Merger Sub"), and Ubarter.com
Inc. (the  "Company")  are entering into an Agreement and Plan of Merger of even
date herewith (the "Merger Agreement") which provides (subject to the conditions
set forth  therein)  for the merger of Merger Sub with and into the Company (the
"Merger").

     WHEREAS,  this Voting Agreement is required to be executed and delivered by
the  Shareholder to Parent and Parent would not enter into the Merger  Agreement
without the execution and delivery of this Voting Agreement;

     WHEREAS,  the  Shareholder  owns the  shares of Company  Common  Stock (the
"Common  Stock") and the options  and/or  warrants to purchase  shares of Common
Stock as identified on Annex I hereto (such shares,  together with all shares of
Common Stock and capital stock of the Company, if any,  subsequently acquired by
the Shareholder  during the term of this Voting Agreement,  being referred to as
the "Shares"); and

     WHEREAS, in order to induce Parent to enter into the Merger Agreement,  the
Shareholder  has agreed to enter into and perform  his,  her or its  obligations
under this Voting Agreement.

     NOW, THEREFORE,  in consideration of the agreements and covenants contained
herein, the Shareholder and Parent agree as follows:

I.   Agreement to Vote Shares

     The  Shareholder  shall  vote or cause to be  voted,  or  execute a written
consent with respect to, the Shares (a) in favor of adoption and approval of the
Merger Agreement and all transactions  relating thereto or contemplated  thereby
at every  meeting of the  shareholders  of the Company at which such matters are
considered  and at  every  adjournment  thereof  and in  connection  with  every
proposal to take action by written consent with respect thereto, and (b) against
any  proposal  by a party  other than  Parent to merge or  consolidate  with the
Company or any subsidiary of the Company or to sell all or substantially all the
assets of or any sales of equity  interest in the Company or any  subsidiary  of
the Company at every  meeting of the  shareholders  of the Company at which such
matters are considered and at every  adjournment  thereof and in connection with
every proposal to take action by written consent with respect thereto.

II.  No Voting Trusts

     The  Shareholder  agrees  that  the  Shareholder  will  not,  nor  will the
Shareholder  permit any entity under the  Shareholder's  control to, deposit any
Shares in a voting trust or subject the


VOTING AGREEMENT                                                ShopNow.com Inc.
<PAGE>

Shares to any agreement, arrangement or understanding with respect to the voting
of the Shares inconsistent with this Voting Agreement.

III. Limitation on Sales

     During the term of this Voting  Agreement,  the  Shareholder  agrees not to
sell,  assign,  transfer,  pledge,  encumber or otherwise  dispose of any of the
Shares except to Parent.

IV.  Letter of Transmittal

     At the  Effective  Time (as defined in the Merger  Voting  Agreement),  the
Shareholder  shall  execute  and  deliver  the  letter  of  transmittal  sent to
Shareholder  by the  Exchange  Agent  (as that  term is  defined  in the  Merger
Agreement)  along with a certificate or certificates  representing the Shares to
Parent or the Exchange Agent.

V.   Waiver of Dissenter's Rights

     The Shareholder hereby irrevocably and  unconditionally  waives, and agrees
to cause to be waived and to prevent the exercise  of, any rights of  appraisal,
any  dissenters'  rights and any similar rights  relating to the Merger that the
Shareholder may have by virtue of the ownership of any outstanding Shares.

VI.  Tax Matters

     (a) The Shareholder shall timely pay all transfer, documentary, sales, use,
stamp, registration and other taxes arising from or relating to the transactions
contemplated by the Merger Agreement,  to the extent they relate specifically to
the issuance of shares of Parent Common Stock to  Shareholder,  and  Shareholder
shall,  at his or its own  expense,  file all  necessary  Tax  Returns and other
documentation with respect to all such transfer, documentary, sales, use, stamp,
registration, and other taxes.

     (b)  The  Shareholder  shall  not  take  a  position  on  any  tax  returns
inconsistent   with  the   treatment  of  the  Merger  for  tax  purposes  as  a
reorganization  within the  meaning of Section  368(a) of the  Internal  Revenue
Code,  unless compelled by any taxing  authority.  Neither Parent nor Merger Sub
makes any representation or warranty with respect to any tax consequences to the
Shareholder arising under the Merger Agreement or as a result of the Merger.

VII. Representations and Warranties of Shareholder

     The Shareholder represents and warrants to Parent as follows:

     A.   Authority; No Approvals; No Conflicts; No Liens

     The  Shareholder  has the necessary  power or capacity (as the case may be)
and  authority to execute this Voting  Agreement,  to make the  representations,
warranties and covenants herein and to perform the obligations  hereunder.  This
Voting Agreement is duly executed and is a legal,  valid and binding  obligation
of the Shareholder, enforceable in accordance with its terms.



VOTING AGREEMENT                                                ShopNow.com Inc.
                                      -2-
<PAGE>

     The execution,  delivery and  performance  of this Voting  Agreement by the
Shareholder  will not (a) constitute a violation  (with or without the giving of
notice or lapse of time or both) of any  provision of any law  applicable to the
Shareholder,  (b) require any consent,  approval or authorization  of, or notice
to, any  person,  corporation,  partnership,  domestic  or foreign  governmental
authority or other  organization  or entity or (c) result in a default under, an
acceleration  or  termination  of, or the  creation in any party of the right to
accelerate,  terminate, modify or cancel, any material agreement, lease, note or
other restriction, encumbrance, obligation or liability to which the Shareholder
is a party or by which the Shareholder is bound or (d) result in the creation or
imposition of any lien on any of the Shares of Company Capital Stock held by the
Shareholder.

     B.   Ownership of Shares

     Annex I  hereto  correctly  sets  forth,  as of the  date  of  this  Voting
Agreement, the number of shares of Common Stock owned beneficially and of record
by the  Shareholder  and the number of options or warrants to purchase shares of
Common Stock held by the Shareholder.  The Shareholder owns  beneficially and of
record the Shares set forth opposite such Shareholder's name on Annex I free and
clear of any  lien,  encumbrance,  preemptive  right,  right  of first  offer or
refusal,  or other prior claim, and delivery by the Shareholder to Merger Sub of
the  certificates  representing  the Shares at the  Closing  (as  defined in the
Merger Agreement) will transfer to Merger Sub good and valid title to the Shares
and Merger Sub will acquire record and beneficial  ownership of the Shares, free
and clear of any lien,  encumbrance,  preemptive right,  right of first offer or
refusal, or other prior claim.

     C.   Claims Against the Company

     The  Shareholder  does not have any past,  present or  contemplated  claims
against the Company or any of its officers and directors.

     D.   Hart-Scott-Rodino

     The  Shareholder  is his, her or its own ultimate  parent entity as defined
under  the  rules  and  regulations   promulgated  under  the  Hart-Scott-Rodino
Antitrust  Improvement  Act of 1976.  The  Shareholder  either  (i) is not a $10
million  person  as  defined  under the  Hart-Scott-Rodino  Act or (ii) is a $10
million  person but is acquiring  the Parent Common Stock solely for the purpose
of investment within the meaning of 16 C.F.R. 802.9.

     E.   Accuracy of Representations

     The representations  and warranties  contained in this Voting Agreement are
accurate in all  respects as of the date of this  Voting  Agreement  and will be
accurate in all respects at all times through the Effective Time.

VIII. Specific Performance

     The Shareholder acknowledges that in the event of any breach of this Voting
Agreement by the Shareholder,  Parent would be irreparably  harmed,  no adequate
remedy at law or in



VOTING AGREEMENT                                                ShopNow.com Inc.
                                      -3-

<PAGE>

damages would exist and damages  would be difficult to  determine.  Accordingly,
the Shareholder  agrees that injunctive  relief or other  equitable  remedy,  in
addition to all remedies at law or in damages, is the appropriate remedy for any
such  failure and will not oppose the  granting of such relief on the basis that
Parent has an adequate  remedy at law. The  Shareholder  agrees that it will not
seek, and agrees to waive any requirement for, the securing or posting of a bond
in connection with the seeking or obtaining of such equitable  relief by Parent.
In addition to all other rights or remedies to which Parent may be entitled,  in
the event of a default in the  Shareholder's  performance  of the  Shareholder's
obligations  under this Voting  Agreement,  the  Shareholder  shall be liable to
Parent  for all  litigation  costs and  attorneys'  fees  incurred  by Parent in
connection  with the  enforcement  of any of its rights or remedies  against the
Shareholder.

IX.  Non-Exclusivity

     The rights and  remedies  of Parent  under this  Voting  Agreement  are not
exclusive  of or  limited  by any other  rights or  remedies  which it may have,
whether at law,  in equity,  by  contract  or  otherwise,  all of which shall be
cumulative (and not alternative).

X.   Term of Voting Agreement; Termination

     The term of this  Voting  Agreement  shall  commence on the date hereof and
terminate upon the earlier to occur of (i) the Effective Time (as defined in the
Merger Agreement),  or (ii) the date on which the Merger Agreement is terminated
in accordance  with its terms.  Upon such  termination,  no party shall have any
further  obligations  or  liabilities   hereunder;   provided,   however,   such
termination  shall not relieve any party from  liability  for any breach of this
Voting Agreement prior to such termination.

XI.  Entire Voting Agreement

     This Voting Agreement  constitutes the entire agreement between the parties
with respect to the subject matter hereof and  supersedes  all prior  agreements
and understandings between the parties with respect thereto.

XII. Assignment; Binding Effect

     Except as provided  herein,  neither this Voting  Agreement  nor any of the
interests  or  obligations  hereunder  may  be  assigned  or  delegated  by  the
Shareholder  and any  attempted or purported  assignment or delegation of any of
such interests or obligations shall be void. Subject to the preceding  sentence,
this Voting  Agreement shall be binding upon the Shareholder and his, her or its
heirs, estate, executors, personal representatives,  successors and assigns, and
shall inure to the benefit of Parent and its successors and assigns. This Voting
Agreement  shall be  binding  upon any  person or entity to whom any  Shares are
transferred.

XIII. Indemnification

     The Shareholder  shall hold harmless and indemnify Parent from and against,
and  shall  compensate  and  reimburse  Parent  for,  any loss,  damage,  claim,
liability,  fee (including  reasonable attorneys' fees), demand, cost or expense
(regardless of whether or not such loss,



VOTING AGREEMENT                                                ShopNow.com Inc.
                                      -4-

<PAGE>

damage, claim, liability,  fee, demand, cost or expense relates to a third-party
claim)  that is  directly or  indirectly  suffered or incurred by Parent,  or to
which Parent becomes  subject,  and that arises directly or indirectly  from, or
relates  directly  or  indirectly  to,  any  inaccuracy  in  or  breach  of  any
representation, warranty, covenant or obligation of the Shareholder contained in
this Voting Agreement.

XIV. Expenses

     All  costs  and  expenses  incurred  in  connection  with the  transactions
contemplated by this Voting  Agreement shall be paid by the party incurring such
costs and expenses.

XV.  Notices

     Any notice or other communication  required or permitted to be delivered to
Parent or the  Shareholder  under this Voting  Agreement shall be in writing and
shall be deemed properly delivered,  given and received when delivered (by hand,
by  registered  mail,  by courier or express  delivery  service or by  facsimile
confirmation  obtained) to the address or facsimile number set forth beneath the
name of such party below (or to such other  address or facsimile  number as such
party shall have specified in a written notice given to the other party):

     If to the Shareholder:

          At the address or facsimile number set forth on the signature page.

     With a copy to:

          If to Parent:

                  ShopNow.com Inc.
                  411 First Avenue South, suite 200 North
                  Seattle, WA  98101
                  Fax: (206) 223-2324
                  Attention: Alan D. Koslow

          With a copy to:

                  Perkins Coie LLP
                  1201 Third Avenue, 48th Floor
                  Seattle, WA 98101-3099
                  Attention:  Edmund Belsheim
                  Fax:  (206) 583-8500




VOTING AGREEMENT                                                ShopNow.com Inc.
                                      -5-

<PAGE>

XVI. Miscellaneous

     A.   Termination of Rights

     Effective upon, and subject to the consummation  of, the Merger,  any past,
present  or  future  rights  that  the  Shareholder  may  have  pursuant  to any
agreement,   contract  or  understanding   relating  to  corporate   governance,
registration  rights,  rights of first refusal or first offer and similar rights
shall terminate.

     B.   Severability

     If any  provision  of this  Voting  Agreement  or the  application  of such
provision to any person or circumstances  shall be held invalid or unenforceable
by a court of competent  jurisdiction,  such provision or  application  shall be
unenforceable only to the extent of such invalidity or unenforceability, and the
remainder of this Voting Agreement shall not be affected.

     C.   Capacity

     The covenants contained herein shall apply to the Shareholder solely in his
or her  capacity as a  shareholder  of the  Company,  and no covenant  contained
herein  shall  apply to the  Shareholder  in his or her  capacity  as an officer
and/or director of the Company.

     D.   Counterparts

     This Voting Agreement may be executed in one or more counterparts,  each of
which  shall  be  deemed  to be an  original  but all of  which  together  shall
constitute one and the same instrument.

     E.   Headings

     All Section  headings  herein are for convenience of reference only and are
not part of this Voting  Agreement,  and no  construction  or reference shall be
derived therefrom.

     F.   Choice of Law

     This Voting  Agreement  shall be deemed a contract made under,  and for all
purposes  shall be  construed  in  accordance  with,  the  laws of the  State of
Washington, without reference to its conflicts of law principles.

     G.   WAIVER OF JURY TRIAL

     EACH OF THE PARTIES HERETO HEREBY  IRREVOCABLY  WAIVES ANY AND ALL RIGHT TO
TRIAL BY JURY IN ANY LEGAL  PROCEEDING  ARISING OUT OF OR RELATED TO THIS VOTING
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.



VOTING AGREEMENT                                                ShopNow.com Inc.
                                      -6-

<PAGE>

     H.   Amendment or Modification

     This Voting  Agreement may be amended,  modified and  supplemented  only by
written agreement of all parties.















VOTING AGREEMENT                                                ShopNow.com Inc.
                                      -7-

<PAGE>


     IN WITNESS  WHEREOF,  the parties  hereto have executed and delivered  this
Voting Agreement as of the date first written above.

                                      SHAREHOLDER

                                      -----------------------------------------

                                      By:

                                      Address: --------------------------------

                                               --------------------------------

                                      Fax:


                                      SHOPNOW.COM INC.


                                      -----------------------------------------

                                      NAME: -----------------------------------

                                      TITLE:-----------------------------------








VOTING AGREEMENT                                                ShopNow.com Inc.
                                      -8-

<PAGE>



                                     ANNEX I


                                          Number of Shares     Options/Warrants
                                          of Common Stock     to Purchase Shares
Name of Shareholder  State of Residency       Owned            of Common Stock d
-------------------  ------------------       -----            -----------------











VOTING AGREEMENT                                                ShopNow.com Inc.
                                      -9-

<PAGE>


                                 SPOUSAL CONSENT

     I am the  spouse  of the  Shareholder  named  in the  Voting  Agreement.  I
understand that I may consult independent legal counsel as to the effect of this
Voting  Agreement and the  consequences of my execution of this Voting Agreement
and, to the extent I felt it necessary, I have discussed such matters with legal
counsel.  I hereby confirm this Voting Agreement and agree that it shall bind my
interest in the Shares, if any.





------------------------------
Shareholder's Spouse's Name












VOTING AGREEMENT                                                ShopNow.com Inc.
                                      -10-


<PAGE>



                                 EXHIBIT 4.24A

                                     FORM OF

                              EMPLOYMENT AGREEMENT

                                     between

                                SHOPNOW.COM INC.

                                       and

                                 LIAD Y. MEIDAR

                         Dated as of -----------, 2000


--------------------------------------------------------------------------------
<PAGE>

                              EMPLOYMENT AGREEMENT

     This  Employment  Agreement  (this  "Agreement"),  dated as of -----------,
2000, is made between ShopNow.com Inc., a Washington  corporation  ("Employer"),
and Liad Y. Meidar ("Employee").

                              W I T N E S S E T H:
                              - - - - - - - - - -

      WHEREAS, Employer, Shamu Acquisition, Inc., a Washington Corporation
(the "Merger Sub"), and Ubarter.com Inc., a Nevada  corporation (the "Company"),
and certain principal shareholders of the Company have entered into an Agreement
and Plan of Merger (the "Merger Agreement"),  pursuant to which the Company will
merge with and into Merger Sub, with Merger Sub being the surviving  corporation
(the "Merger");

     WHEREAS, Employer desires to retain the services of Employee upon the terms
and conditions set forth herein;

     WHEREAS, Employee is willing to provide services to Employer upon the terms
and conditions set forth herein; and

     WHEREAS,  the  execution  of this  Agreement  by the  parties  hereto  is a
condition to the effectiveness of the Merger.

                              A G R E E M E N T S:
                              - - - - - - - - - -

     NOW, THEREFORE, for and in consideration of the foregoing premises and
for other good and valuable consideration,  the sufficiency and receipt of which
are hereby acknowledged, Employer and Employee hereby agree as follows:

1.   EMPLOYMENT

     Employer  shall employ  Employee and Employee  shall accept  employment  by
Employer as a Senior Vice President of Employer.  Employee shall report directly
to an Executive Vice President of Employer.

2.   ATTENTION AND EFFORT

     Employee shall devote all of his entire productive time, ability, attention
and effort to  Employer's  business  and shall  skillfully  serve its  interests
during the term of this Agreement;  provided,  however, that Employee may devote
reasonable  periods of time to (a) engaging in personal  investment  activities,
(b) serving in an advisory


--------------------------------------------------------------------------------
<PAGE>

capacity and/or on the Board of Directors of other corporations, if such service
would not otherwise be prohibited by the Inventions Agreement (as defined below)
and (c) engaging in charitable or community service activities,  so long as none
of the foregoing  additional  activities  materially  interfere with  Employee's
duties under this Agreement.

3.   TERM

     Employee's employment by Employer will be "at will," and either Employee or
Employer may terminate the employment  relationship  at any time with or without
Cause or Good  Reason  (each as defined in  Section 8  hereof).  Unless  earlier
terminated  pursuant to Section 7, the term of this Agreement  shall commence on
the date hereof and terminate one year from the date hereof.

4.   COMPENSATION

     During the term of this  Agreement,  Employer  agrees to pay or cause to be
paid to  Employee,  and  Employee  agrees to accept in exchange for the services
rendered hereunder by him, the following compensation:

     4.1  Base Salary

     Employee's  compensation  shall  consist  of an annual  base  salary of One
Hundred  Twenty-Five Dollars ($125,000) before all customary payroll deductions.
Such annual base salary shall be paid in substantially equal installments and at
the same  intervals  as other  employees  of  Employer  are  paid.  The Board of
Directors or Chief  Executive  Officer of Employer shall determine any increases
in the amount of the annual base salary in future years.

     4.2  Bonus

     Employee  shall be eligible to receive  bonuses  according  to the standard
terms and  consistent  with the  practices  by which  bonuses  payable  to other
executives of Employer are determined.

     4.3  Stock Options

     Employee shall be granted options to purchase  250,000 shares of Employer's
common  stock at an exercise  price of $15.58 per share  pursuant to  Employer's
1999  Nonofficer  Employee  Stock Option Plan, or any successor plan that may be
adopted by Employer  (the  "Options").  Subject to Section 8,  one-third of such
options shall vest on the one-year anniversary of the Closing (as defined in the
Merger  Agreement),  with the  remaining  balance of such  options  vesting on a
quarterly basis over the



--------------------------------------------------------------------------------
                                      -2-
<PAGE>

remaining  two-year period.  Such option grant shall be subject to the execution
by Employee of a stock option  letter  agreement,  which shall be in the form of
Employer's  standard  stock  option  agreement  except  that it shall  contain a
provision  whereby  all  options  shall  automatically  and fully  vest upon the
termination  of  Employee  by Employer  without  Cause (as defined  below) or if
Employee terminates employment for Good Reason (as defined below).

     4.4  Expenses

     Employer shall reimburse Employee for reasonable business expenses incurred
on behalf of Employer upon  presentation  of appropriate  receipts in accordance
with Employer's written policies with respect thereto.

     4.4  Withholding

     Employer may withhold from any amounts  payable under this  Agreement  such
federal,  state or local taxes as shall be  required to be withheld  pursuant to
any applicable law or regulation.

5.   INVENTIONS AGREEMENT

     Concurrent  herewith,  Employee  shall  execute and deliver to Employer the
Employer's  standard form of Intellectual  Property Agreement  (Confidentiality,
Invention Assignment, Nonraiding and Noncompetition),  substantially in the form
attached hereto as Exhibit A (the "Inventions Agreement.")

6.   BENEFITS

     During  the  Term  of  this  Agreement,   Employee  shall  be  entitled  to
participate  on a basis no less  favorable  than other  employees of Employer in
similar  position and authority,  subject to and in accordance  with  applicable
eligibility requirements, in fringe benefit programs made available to similarly
situated  employees of Employer,  as those  programs may  currently  exist or be
modified from time to time.  Employee  shall be entitled to annual paid vacation
accruing  at the  rate of  four  weeks  per  year of  employment  and  otherwise
consistent with Employer's existing vacation policy, and as amended from time to
time; provided,  however,  that Employee shall not be entitled to take more than
two  consecutive  weeks of vacation,  nor more than two weeks of vacation in any
three month period.

7    TERMINATION

     Employment  of Employee  pursuant to this  Agreement  may be  terminated as
follows,  but in any case, the provisions of section 7 hereof and Section 8.1(b)
shall



--------------------------------------------------------------------------------
                                      -3-

<PAGE>

survive the  termination  of this  Agreement and the  termination  of Employee's
employment hereunder:

     7.1  By Employer

     With or without Cause, Employer may terminate the employment of Employee at
any time during the term of  employment  upon giving Notice of  Termination  (as
defined below).

     7.2  By Employee

     Employee may terminate his  employment  at any time,  for any reason,  upon
giving Notice of Termination.

     7.3  Automatic Termination

     This  Agreement  and  Employee's   employment   hereunder  shall  terminate
automatically  upon the death or total  disability of Employee.  The term "total
disability" as used herein shall mean Employee's inability to perform the duties
set forth in section 1 hereof for a period or periods  aggregating  120 calendar
days in any 12-month period as a result of physical or mental  illness,  loss of
legal capacity or any other cause beyond Employee's control,  unless Employee is
granted a leave of absence by the Board of Directors  of Employer.  Employee and
Employer  hereby  acknowledge  that  Employee's  ability to  perform  the duties
specified in section 1 hereof is of the essence of this  Agreement.  Termination
hereunder  shall be deemed to be effective (a) at the end of the calendar  month
in which  Employee's death occurs or (b) immediately upon a determination by the
Board of  Directors  of  Employer of  Employee's  total  disability,  as defined
herein.

     7.4  Notice

     The term "Notice of Termination" shall mean at least 5 days' written notice
of  termination  of  Employee's  employment,   during  which  period  Employee's
employment and performance of services shall continue;  provided,  however, that
Employer  may,  upon  notice  to  Employee  and  without   reducing   Employee's
compensation  during such period,  excuse Employee from any or all of his duties
during  such  period.  The  effective  date  of the  termination  of  Employee's
employment hereunder shall be the date on which such 5-day period expires.



--------------------------------------------------------------------------------
                                      -4-
<PAGE>

8.   TERMINATION PAYMENTS

     In the event of termination of the employment of Employee, all compensation
and benefits set forth in this Agreement shall terminate  except as specifically
provided in this Section 8:

     8.1  Termination by Employer

     (a) If Employer  terminates  Employee's  employment  with or without Cause,
Employee  shall be entitled to receive any unpaid  annual base salary and fringe
benefits  which have  accrued  for  services  already  performed  as of the date
termination of Employee's employment becomes effective.

     (b) If Employer  terminates  Employee's  employment without Cause, then the
Options to which  Employee is entitled to receive  pursuant to Section 4.3 shall
automatically and fully vest.

     8.2  Termination by Employee

     In the case of the  termination of Employee's  employment by Employee other
than for Good Reason, Employee shall not be entitled to any payments or benefits
hereunder,  other than those set forth in section 8.1(a) hereof.  In the case of
termination of Employee's employment by Employee for Good Reason, Employee shall
be entitled to all payments and benefits set forth in Sections 8.1(a) and (b).

     8.3  Termination Because of Death or Total Disability

     In the event of a termination of Employee's employment because of his death
or total disability,  Employee or his personal  representative shall receive the
payments and benefits set forth in section 8.1(a).

     8.4  Payment Schedule

     All  payments  under this  section 8 shall be made to  Employee at the same
interval  as  payments  of salary  were made to  Employee  immediately  prior to
termination.

     8.5  Good Reason

     "Good Reason" means without Employee's express written consent:

          (a)  a  change  in  the   Employee's   status,   title,   position  or
     responsibilities  (including reporting  responsibilities) that represents a
     substantial reduction in the status, title, position or responsibilities as
     in effect




--------------------------------------------------------------------------------
                                      -5-
<PAGE>

     immediately  prior thereto;  or any removal of the Employee from or failure
     to reappoint or reelect the  Employee to any of such  positions,  except in
     connection with the termination of the Employee's  employment for Cause, as
     a result of his or her total  disability or death, or by the Employee other
     than for Good Reason;

          (b) a material reduction in the Employee's annual base salary;

          (c)  failure  by the  Employer  to timely  pay,  or  reduction  by the
     Employer of, Employee's benefits under Section 6 of this Agreement;

          (d) the breach of any  material  provision  of this  Agreement  by the
     Employer,  including, without limitation,  failure by the Employer to cause
     any  successor to the  Employer to expressly  agree to and assume the terms
     and provisions of this Agreement.

     8.6  Cause

     Wherever  reference is made in this Agreement to termination  being with or
without Cause,  the term "Cause" shall mean (i) any act of fraud or embezzlement
by Employee;  (ii) any breach by Employee of the  Inventions  Agreement  entered
into with Employer;  (iii) the conviction of Employee of a misdemeanor or felony
involving an act of dishonesty,  moral turpitude,  deceit or fraud; (iv) current
use by  Employee  of  illegal  substances,  (v)  any  act of  deception,  fraud,
misrepresentation  or  dishonesty by Employee,  (vi) any material  misconduct by
Employee  in  connection  with his or her  responsibilities  as an  employee  or
otherwise which materially impairs Employer's business,  good will or reputation
or which materially  compromises  Employee's  ability to represent Employer with
the public;  (vii) Employee's willful and material failure to perform his or her
lawful  duties as an employee of  Employer as  determined  by one or more senior
executives  of Employer in good faith and the failure to "cure" such  misconduct
within a period of five days following  Employee's  receipt of written notice of
such misconduct; or (viii) any other material violation of any provision of this
Agreement.

9.   REPRESENTATIONS AND WARRANTIES

     In  order to  induce  Employer  to  enter  into  this  Agreement,  Employee
represents and warrants to Employer as follows:

     9.1  No Violation of Other Agreements

     Neither the execution  nor the  performance  of this  Agreement by Employee
will violate or conflict in any way with any other  agreement by which  Employee
may be



--------------------------------------------------------------------------------
                                      -6-
<PAGE>

bound,  or with any other  duties  imposed  upon  Employee by corporate or other
statutory or common law.

     9.2  Patents, Etc.

     Employee  has  prepared  and  attached  hereto as  Schedule 1 a list of all
inventions,  patent applications and patents made or conceived by Employee prior
to the date  hereof  which are  subject  to prior  agreement  or which  Employee
desires  to  exclude  from the  Inventions  Agreement,  or,  if no such  list is
attached,  Employee hereby represents and warrants to Employer that there are no
such inventions, patent applications or patents.

10.  NOTICE AND CURE OF BREACH; BOARD OF DIRECTORS

     Whenever  a breach  of this  Agreement  by either  party is relied  upon as
justification  for any action taken by the other party pursuant to any provision
of this Agreement,  before such action is taken,  the party asserting the breach
of this  Agreement  shall give the other  party at least 5 days'  prior  written
notice of the  existence  and the nature of such breach  before  taking  further
action  hereunder  and  shall  give the  party  purportedly  in  breach  of this
Agreement the opportunity to correct such breach during the 5-day period.

11.  FORM OF NOTICE

     All notices given hereunder shall be given in writing,  shall  specifically
refer to this Agreement and shall be personally delivered or sent by telecopy or
other  electronic  facsimile  transmission  or by registered or certified  mail,
return  receipt  requested,  at the  address  set forth  below or at such  other
address as may hereafter be  designated  by notice given in compliance  with the
terms hereof:

         If to Employee:              Liad Y. Meidar
                                      2440 Western Avenue, 804
                                      Seattle, WA 98121Fax: 206/443-1760

         Copy to:                     Lasher, Holzapfel, Sperry & Ebberson PLLC
                                      2600 Two Union Square
                                      601 Union Street
                                      Seattle, WA  98101
                                      Fax: 206/340-2563
                                      Attention: George S. Holzapfel

         If to Employer:              ShopNow.Com Inc.
                                      411 First Avenue South, Suite 200 North





--------------------------------------------------------------------------------
                                      -7-

<PAGE>

                                      Seattle, Washington  98104
                                      Fax: (206) 223-2324
                                      Attention: Alan D. Koslow

         Copy to:                     Perkins Coie LLP
                                      1201 Third Avenue, 48th Floor
                                      Seattle, Washington  98101-3099
                                      Attn:  Edmund O. Belsheim, Jr.

If notice is mailed, such notice shall be effective upon mailing,  or, if notice
is  personally  delivered  or sent by  telecopy  or other  electronic  facsimile
transmission, it shall be effective upon receipt.

12.  ASSIGNMENT

     This  Agreement  is  personal to Employee  and shall not be  assignable  by
Employee.  Employer  may  assign  its rights  hereunder  to (a) any  corporation
resulting  from  any  merger,  consolidation  or other  reorganization  to which
Employer is a party or (b) any  corporation,  partnership,  association or other
person to which Employer may transfer all or substantially all of the assets and
business of Employer existing at such time. All the terms and provisions of this
Agreement  shall  be  binding  on  and  shall  inure  to the  benefit  of and be
enforceable by the parties hereto and their respective  successors and permitted
assigns.

13.  WAIVERS

     No delay or  failure  by any party  hereto  in  exercising,  protecting  or
enforcing any of its rights,  titles,  interests or remedies  hereunder,  and no
course of dealing or performance with respect thereto, shall constitute a waiver
thereof.  The express waiver by a party hereto of any right, title,  interest or
remedy in a particular  instance or  circumstance  shall not constitute a waiver
thereof in any other instance or circumstance.  All rights and remedies shall be
cumulative and not exclusive of any other rights or remedies.

14.  ARBITRATION

     Any  controversies  or claims  arising out of or relating to this Agreement
shall be fully  and  finally  settled  by  arbitration  in  accordance  with the
Commercial  Arbitration  Rules of the American  Arbitration  Association then in
effect (the "AAA Rules"),  conducted by one arbitrator  either  mutually  agreed
upon by Employer and Employee or chosen in accordance with the AAA Rules, except
that the parties thereto shall have any right to discovery as would be permitted
by the Federal Rules of Civil  Procedure  for a period of 90 days  following the
commencement of such arbitration and the




--------------------------------------------------------------------------------
                                      -8-
<PAGE>

arbitrator  thereof shall  resolve any dispute  which arises in connection  with
such discovery.  The prevailing  party shall be entitled to costs,  expenses and
reasonable  attorneys'  fees,  and  judgment  upon  the  award  rendered  by the
arbitrator may be entered in any court having jurisdiction thereof.

15.  AMENDMENTS IN WRITING

     No  amendment,  modification,  waiver,  termination  or  discharge  of  any
provision of this  Agreement,  or consent to any  departure  therefrom by either
party  hereto,  shall in any  event be  effective  unless  the same  shall be in
writing,  specifically  identifying this Agreement and the provision intended to
be amended,  modified,  waived,  terminated or discharged and signed by Employer
and Employee,  and each such  amendment,  modification,  waiver,  termination or
discharge shall be effective only in the specific  instance and for the specific
purpose  for which  given.  No  provision  of this  Agreement  shall be  varied,
contradicted  or  explained  by  any  oral  agreement,   course  of  dealing  or
performance  or any other  matter not set forth in an  agreement  in writing and
signed by Employer and Employee.

16.  APPLICABLE LAW

     This   Agreement   shall  in  all   respects,   including  all  matters  of
construction,  validity  and  performance,  be governed  by, and  construed  and
enforced in accordance with, the laws of the state of Washington, without regard
to any rules governing conflicts of laws.

17.  SEVERABILITY

     If any  provision  of this  Agreement  shall be held  invalid,  illegal  or
unenforceable  in  any  jurisdiction,   for  any  reason,   including,   without
limitation, the duration of such provision, its geographical scope or the extent
of the  activities  prohibited  or  required  by it,  then,  to the full  extent
permitted by law (a) all other provisions  hereof shall remain in full force and
effect in such  jurisdiction and shall be liberally  construed in order to carry
out the  intent of the  parties  hereto as nearly as may be  possible,  (b) such
invalidity,  illegality  or  unenforceability  shall not  affect  the  validity,
legality or enforceability  of any other provision hereof,  and (c) any court or
arbitrator  having  jurisdiction  thereover  shall have the power to reform such
provision to the extent  necessary for such  provision to be  enforceable  under
applicable law.

18.  HEADINGS

     All headings used herein are for convenience  only and shall not in any way
affect the construction of, or be taken into consideration in interpreting, this
Agreement.




--------------------------------------------------------------------------------
                                      -9-
<PAGE>

19.  COUNTERPARTS

     This Agreement,  and any amendment or modification entered into pursuant to
section 15 hereof, may be executed in any number of counterparts,  each of which
counterparts,  when so executed and delivered, shall be deemed to be an original
and all of which counterparts, taken together, shall constitute one and the same
instrument.

20.  ENTIRE AGREEMENT

     This  Agreement,  the Merger  Agreement  and the  Operative  Documents  (as
defined in the Merger Agreement) and the Inventions Agreement,  on and as of the
date hereof,  constitute the entire agreement between Employer and Employee with
respect to the subject matter hereof, and all prior or  contemporaneous  oral or
written  communications,  understandings  or  agreements  between  Employer  and
Employee with respect to such subject matter are hereby superseded and nullified
in their entireties.

     IN WITNESS  WHEREOF,  the  parties  have  executed  and  entered  into this
Agreement on the date set forth above.

                                      EMPLOYEE:

                                      -----------------------------------------
                                      Liad Y. Meidar


                                      EMPLOYER:

                                      SHOPNOW.COM INC.


                                      By --------------------------------------

                                      Name: -----------------------------------

                                      Title: ----------------------------------






--------------------------------------------------------------------------------
                                      -10-
<PAGE>

                                   SCHEDULE 1

     1.   A provisional  patent  application filed October 12, 1999 for a system
          which recommends web sites that would be of interest to the user based
          on a complex pattern  matching  algorithm which takes into account the
          past navigating behavior of the user and that of others with a similar
          background  who have  demonstrated  interests in the same concepts and
          future improvements thereto.

     2.   A  provisional  patent  application  filed on November 15, 1999 for an
          alternative payments system and future improvements thereto.














--------------------------------------------------------------------------------
                                       -11

<PAGE>

                                 EXHIBIT 4.24B

                                   ShopNow.com

                         Independent Services Agreement

                              (Limited Engagement)

     This Agreement dated as of -----------,  2000, is made by ShopNow.com  (the
"Company") and Steven White ("Contractor").  The Company and Contractor agree as
follows:

1.   Services

     Contractor will provide consulting  services to the Company on an as needed
basis as mutually agreed upon from time to time by the parties (the "Services").

2.   Performance

     Contractor  shall perform the Services in a prompt and efficient  manner in
accordance with the terms and conditions set forth in this Agreement. Contractor
shall comply with all applicable laws, regulations and other requirements of any
applicable  governmental authority in Contractor's  performance of the Services.
Upon request, Contractor shall furnish the Company with written progress reports
regarding  the status of the  Services  being  performed.  Contractor  shall not
delegate or  subcontract  performance  of the  Services  to any other  person or
entity without the Company's prior written consent.

3.   Compensation

     The Company shall pay Contractor $5,000 per month, provided that Contractor
work at least 100 hours per  month,  a  portion  of which (to be  determined  by
mutual agreement  between  Contractor and the Company) shall be in the Company's
Seattle offices.

     The Company shall remit  compensation owed to Contractor upon submission of
a  reasonably  detailed  invoice,  describing  the hours worked and the Services
performed.

4.   Noncompetition and Confidentiality

     (a)  Contractor  and the Company agree that the Services to be performed by
Contractor have a unique value to the Company and, if used in



<PAGE>

competition  with the Company,  could cause serious and irreparable  harm to the
Company.  Contractor  will  likely  develop  goodwill  for the  Company  through
personal  contact with customers,  suppliers,  strategic  partners or others who
have  business  relationships  with  the  Company.  This  goodwill,  which  is a
proprietary  asset  of the  Company,  may  follow  Contractor  after  his or her
engagement with the Company terminates. Accordingly, Contractor agrees that, for
a period of nine (9) months following  termination of his or her engagement with
the Company for any reason,  Contractor  will not,  without  securing  the prior
written permission of the Company, directly or indirectly:

          (1) be employed  by, act as an agent for, or consult with or otherwise
          perform Services for a Competitor (as defined below);

          (2)  own  any  equity  interest  in,  manage  or  participate  in  the
          management (as an officer, director, partner, member or otherwise) of,
          or be connected  in any other  manner with, a Competitor  (except that
          this shall not restrict  Contractor  from owning less than one percent
          (1%) of the equity interests of any publicly held entity); or

          (3) induce, attempt to induce or assist others to induce any employee,
          officer,   director,   agent,   independent  contractor,   consultant,
          customer,  strategic partner,  licensor,  licensee,  supplier or other
          service  provider of the Company to  terminate  a  relationship  with,
          cease  providing  services or products to, or  purchasing  products or
          services from, the Company.

     For purposes of this  Agreement,  a  "Competitor"  means any  individual or
entity that is directly or indirectly engaged, or is preparing to engage, in any
business which is competitive with any business in which the Company is engaged,
or is preparing to engage, at the time Contractor's  engagement with the Company
terminates.  Contractor  agrees that the  duration of the  restrictions  in this
paragraph  shall  be  extended  by the  duration  of  any  period  during  which
Contractor is in violation of the restrictions.

     (b) Contractor  acknowledges that, due to the nature of the business of the
Company,  there  is no  geographical  limitation  on  the  restrictions  in  the
preceding  paragraph.  the Company and Contractor  agree and stipulate  that, in
light of all of the facts and  circumstances  relating to the relationship  that
exists and is expected  to exist  between  the  Company  and  Contractor,  these
restrictions  (including  but  not  limited  to  the  scope  of  the  restricted
activities and the duration and lack of


<PAGE>

geographic extent of the restrictions) are fair and reasonably necessary for the
protection of the goodwill and other protectable  interests of the Company. If a
court  of  competent  jurisdiction  should  decline  to  enforce  any  of  these
restrictions,  Shopnow.com and Contractor agree that the  restrictions  shall be
deemed  to  be  reformed  to  restrict  Contractor's  ability  to  compete  with
Shopnow.com to the maximum extent, in time, scope of activities,  and geography,
that the court shall find enforceable.

     (d)  Contractor  shall keep  confidential  and not  disclose,  without  the
Company's prior written consent,  any information  received or otherwise learned
from the  Company  including,  without  limitation,  information  regarding  the
Services  or the  Company's  finances,  plans,  marketing,  customers,  vendors,
products,  technology,  research and know how  (collectively,  the "Confidential
Information").  Contractor will use the Confidential  Information solely for the
performance  of the Services.  Upon the  Company's  request or in any event upon
completion  of the  Services,  Contractor  will return to the Company all notes,
data, documents, media and other items containing, or relating in any way to the
Confidential Information and any copies in Contractor's possession or control.

5.   Ownership

     5.1 All  materials  accumulated,  authored,  developed or first  reduced to
practice  by  Contractor  in  performance  of  the  Services  (collectively  the
"Results"),  together with all proprietary  rights  associated with ownership of
the  Results,  shall be the  exclusive  property  of the  Company  and  shall be
promptly  disclosed and furnished to the Company by Contractor.  The Company and
Contractor  expressly  agree that the Results are part of a collective work and,
to the extent legally permissible, constitute "work made for hire"; and that the
Company shall be considered  the "author" of the Results for purposes of 17 USC.
ss.ss. 101 and 201 and the other applicable copyright laws. If any Result is not
part of a collective work or otherwise does not constitute "work made for hire,"
Contractor  irrevocably assigns to the Company,  without separate  compensation,
all right, title and interest in and to such Result together with all associated
United States and foreign patent, copyright,  trade secret and other proprietary
rights including the rights of registrations and renewal.

     5.2 Contractor shall take, at the Company's expense,  all actions during or
after the  performance of the Services  reasonably  requested by the Company for
the  implementation  of this  Section 5 or to  evidence,  perfect or protect the
Company's ownership of the Results and associated  proprietary rights (including
the execution, acknowledgment and delivery of instruments of conveyance, patent,
copyright,  trademark or other  proprietary right  registration  applications or
other documents).


<PAGE>

6.   Termination

     Either party may terminate the Services at any time, with or without cause,
by providing 30 days prior written  notice of  termination  to the other party..
Except for termination by the Company as a result of Contractor's breach of this
Agreement,  upon termination the Company shall pay Contractor at the agreed rate
for the Services performed prior to such termination in complete satisfaction of
the Company's obligations under this Agreement.  Contractor shall deliver to the
Company  the  Results in their then  current  condition.  This  Agreement  shall
survive the  completion  of any work  performed  and/or the  termination  of the
Services under this Agreement.

7.   Third Party Intellectual Property

     Contractor  will not disclose to the Company or use in  performance  of the
Services  any  trade   secrets,   inventions,   works  of  authorship  or  other
intellectual property of a third party which Contractor is not lawfully entitled
to disclose or use. Contractor agrees to indemnify and hold harmless the Company
from and against any and all claims,  losses,  costs,  liabilities,  damages and
expenses (including, but not limited to, reasonable attorneys' fees) arising out
of or in connection with any breach by Contractor of this Section.

8.   Independent Contractor

     Contractor  shall be and act as an  independent  contractor  (and not as an
employee,  agent or  representative  of the Company) in the  performance  of the
Services for the Company.  Contractor shall: (a) not be entitled to any worker's
compensation,  pension,  retirement,  insurance  or other  benefits  afforded to
employees  of the  Company;  (b) provide  for all  federal  income tax and other
withholding relating to Contractor's compensation;  (c) pay all social security,
unemployment  and other employer taxes  relating to  Contractor's  employment or
compensation; (d) provide all worker's compensation and other insurance relating
to  Contractor's  employment;  and (e)  perform  all  reporting,  recordkeeping,
administrative  and similar  functions  relating to  Contractor's  employment or
compensation.  Upon request,  Contractor  shall provide the Company  evidence of
compliance  with the foregoing.  Contractor  shall not be entitled to, and shall
not attempt to, create or assume any obligation,  express or implied,  on behalf
of  the  Company.   This  Agreement  shall  not  be  construed  as  creating  an
association,  joint venture,  partnership or franchise  relationship between the
parties.


<PAGE>

9.   Injunctive Relief; Costs

     Contractor  acknowledges  that any breach by Contractor of Section 2, 4, 5,
8, 10 or 11 of this Agreement will cause  irreparable  injury to the Company for
which financial  recovery would be incomplete.  In the event of such breach, the
Company shall be entitled to injunctive  relief or other equitable  remedy.  The
rights and  remedies  of the Company  under this  Section are in addition to all
other remedies.

     Further,  in any  legal  action  or  proceeding  in  connection  with  this
Agreement (e.g., to recover damages or other relief),  the prevailing party will
be entitled to recover its reasonable attorneys' fees and other costs incurred.

10.  Assignment

     Contractor  shall not assign all or any part of this  Agreement or any work
performed,  by operation of law or otherwise,  without the prior written consent
of the Company.

11.  Governing Law; Jurisdiction; Venue

     This  Agreement  will be  governed  by the laws of the state of  Washington
without  regard  to  principles  of  conflicts  of law.  Contractor  irrevocably
consents to the  jurisdiction  and venue of the state and federal courts located
in King  County,  Washington  in  connection  with any action  relating  to this
Agreement.  Contractor  will not bring any action  relating to this Agreement in
any other court.

12.  Entire Agreement

     This Agreement  constitutes the entire agreement,  and supersedes all prior
agreements of the Company and Contractor, relating to the Services.

ShopNow.com Inc.                            Steven White

By:                                         By:
    --------------------------                   -----------------------------
Its:                                        Its:
    --------------------------                   -----------------------------



<PAGE>

                                 EXHIBIT 4.25A

                                Lock-Up Agreement

     This Lock-Up Agreement (this "Agreement") is dated as of ----------,  2000,
between  ShopNow.com  Inc.,  a  Washington  corporation   ("ShopNow.com"),   and
-------------- (the "Shareholder").

                                    Recitals

     WHEREAS,   ShopNow.com,   Shamu   Acquisition,   Inc.  ("Merger  Sub")  and
Ubarter.com  Inc (the  "Company")  entered into an Agreement and Plan of Merger,
dated January __, 2000, (the "Merger  Agreement") which provides (subject to the
conditions  set forth  therein)  for the  merger of Merger Sub with and into the
Company (the "Merger").

     WHEREAS,  this  Agreement  is  required  to be executed  and  delivered  by
Shareholder  to  ShopNow.com  and  ShopNow.com  would not enter  into the Merger
Agreement without the execution and delivery of this Agreement;

     WHEREAS,  as a result of the Merger,  ShopNow.com will issue to Shareholder
------ shares of common stock of  ShopNow.com  ("ShopNow.com  Common  Stock") in
exchange for all the shares of common  stock of the Company held by  Shareholder
(such  shares of  ShopNow.com  Common  Stock,  as  adjusted  for  stock  splits,
consolidations and the like, being referred to as the "Shares"); and

     WHEREAS, in order to induce ShopNow.com to enter into the Merger Agreement,
the Shareholder has agreed to enter into and perform his, her or its obligations
under this Agreement.

     NOW, THEREFORE,  in consideration of the agreements and covenants contained
herein, the Shareholder and ShopNow.com agree as follows:

1.   Restriction on Sale of Shares

     Shareholder shall not directly or indirectly sell, convey, pledge, offer or
otherwise  transfer  or dispose of,  voluntarily  or  involuntarily,  any of the
Shares  held  by  Shareholder  until  after  the  six-month  anniversary  of the
Effective  Date (as that term is  defined in the  Merger  Agreement).  After the
six-month  anniversary  of the Effective  Date,  50% of the Shares shall be free
from the  transfer  restrictions  of this  Section 1 and may be  transferred  by
Shareholder to the extent  permitted by applicable  law, and the balance of such
Shares shall remain subject to the transfer restrictions of this


<PAGE>

Section.  After the one year  anniversary of the Effective  Date, the balance of
the Shares  shall be free from the transfer  restrictions  of this Section 1 and
may be  transferred  to the  extent  permitted  by  applicable  law.  The  share
certificates  representing  the Shares shall bear legends  indicating  that such
Shares are subject to the provisions of this Agreement.  Such legends shall only
be removed after such  provisions have expired.  The foregoing  legends shall be
removed by ShopNow.com  as promptly as practicable  after receipt of notice from
Shareholder  that the foregoing  restriction  periods have expired.  Shareholder
agrees  and  consents  to  the  entry  of  stop   transfer   instructions   with
ShopNow.com's  transfer  agent  against the  transfer  of Shares  subject to the
transfer restrictions of this Section 1.

2.   Sales of up to $1 Million

     Notwithstanding the restrictions on transfer set forth in Section 1, during
the period  between  the  Effective  Date and the  one-year  anniversary  of the
Effective Date,  Shareholder shall be entitled to transfer that number of Shares
having an  aggregate  gross sales price (as measured at the time of the sale) of
not more than $1 million (the "De Minimus Exception"). Such transfers shall only
be  made  only  through  unsolicited  brokers'  transactions  and to the  extent
permitted by applicable law. In event a portion of the Shares are not subject to
the  restrictions  on transfer  set forth in Section 1, then  Shareholder  shall
first be  required  to sell  Shares not  subject  to  transfer  restrictions  in
calculating the $1 million De Minimus Exception.

3.   General Provisions

     3.1  Governing Law

     This Agreement shall be governed by, and construed in accordance  with, the
laws of the State of Washington  applicable  to contracts  executed in and to be
performed  entirely  in such State,  without  reference  to any rules  governing
conflict of laws.

     3.2  Headings

     The  descriptive  headings  contained  in this  Agreement  are included for
convenience  of  reference  only and shall not affect in any way the  meaning or
interpretation of this Agreement.



                                       -2-
<PAGE>

     3.3  Counterparts

     This  Agreement  may be executed  and  delivered  (including  by  facsimile
transmission) in counterparts, each of which when executed shall be deemed to be
an original but all of which taken together shall constitute one agreement.










                                      -3-
<PAGE>

     IN WITNESS  WHEREOF,  the parties  hereto have entered into and signed this
Agreement as of the date and year first above written.


                                         SHOPNOW.COM INC.:



                                         ---------------------------------------
                                         By:

                                         Title:


                                         SHAREHOLDER:



                                         ---------------------------------------
                                         Name:


<PAGE>


                                 EXHIBIT 4.25B

                                Lock-Up Agreement

     This Lock-Up  Agreement (this  "Agreement")  is dated as of -------,  2000,
between  ShopNow.com  Inc., a Washington  corporation  ("ShopNow.com"),  and New
Horizons L.P. (the "Shareholder").

                                    Recitals

     WHEREAS,   ShopNow.com,   Shamu   Acquisition,   Inc.  ("Merger  Sub")  and
Ubarter.com  Inc (the  "Company")  entered into an Agreement and Plan of Merger,
dated January __, 2000, (the "Merger  Agreement") which provides (subject to the
conditions  set forth  therein)  for the  merger of Merger Sub with and into the
Company (the "Merger").

     WHEREAS,  this  Agreement  is  required  to be executed  and  delivered  by
Shareholder  to  ShopNow.com  and  ShopNow.com  would not enter  into the Merger
Agreement without the execution and delivery of this Agreement;

     WHEREAS,  as a result of the Merger,  ShopNow.com will issue to Shareholder
------ shares of common stock of  ShopNow.com  ("ShopNow.com  Common  Stock") in
exchange for all the shares of common  stock of the Company held by  Shareholder
(such shares of ShopNow.com Common Stock being referred to as the "Shares"); and

     WHEREAS, in order to induce ShopNow.com to enter into the Merger Agreement,
the Shareholder has agreed to enter into and perform his, her or its obligations
under this Agreement.

     NOW, THEREFORE,  in consideration of the agreements and covenants contained
herein, the Shareholder and ShopNow.com agree as follows:

1.   Restriction on Sale of Shares

     Until  after the date that is 180 days  after the  Effective  Date (as that
term is defined in the Merger  Agreement),  Shareholder  shall not  directly  or
indirectly  sell,  convey,  pledge,  offer or otherwise  transfer or dispose of,
voluntarily or  involuntarily,  in any 30 day period that number of Shares equal
to more than 10% of the Shares issued to  Shareholder in the Merger (as adjusted
for stock splits,  consolidations and the like). After the date that is 180 days
after  the  Effective   Date,  the  Shares  shall  be  free  from  the  transfer
restrictions of this Section 1 and may be transferred to the extent


<PAGE>

permitted by  applicable  law. The share  certificates  representing  the Shares
shall bear legends  indicating that such Shares are subject to the provisions of
this  Agreement.  Such legends shall only be removed after such  provisions have
expired.  The foregoing  legends shall be removed by  ShopNow.com as promptly as
practicable  after  receipt  of  notice  from  Shareholder  that  the  foregoing
restriction period has expired.  Shareholder agrees and consents to the entry of
stop  transfer  instructions  with  ShopNow.com's  transfer  agent  against  the
transfer of Shares subject to the transfer restrictions of this Section 1.

2.   General Provisions

     2.1  Governing Law

     This Agreement shall be governed by, and construed in accordance  with, the
laws of the State of Washington  applicable  to contracts  executed in and to be
performed  entirely  in such State,  without  reference  to any rules  governing
conflict of laws.

     2.2  Headings

     The  descriptive  headings  contained  in this  Agreement  are included for
convenience  of  reference  only and shall not affect in any way the  meaning or
interpretation of this Agreement.

     2.3  Counterparts

     This  Agreement  may be executed  and  delivered  (including  by  facsimile
transmission) in counterparts, each of which when executed shall be deemed to be
an original but all of which taken together shall constitute one agreement.








                                      -2-

<PAGE>

         IN WITNESS  WHEREOF,  the parties  hereto have  entered into and signed
this Agreement as of the date and year first above written.

                                         SHOPNOW.COM INC.:



                                         ---------------------------------------
                                         By:

                                         Title:


                                         NEW HORIZONS L.P.:



                                         ---------------------------------------
                                         Name:
                                         Title:






                                      -3-
<PAGE>



                                  EXHIBIT 5.8

                 OPINION OF COUNSEL TO SHOPNOW.COM AND PURCHASER

     Based upon the  examinations,  assumptions,  qualifications  and exceptions
stated herein, we are of the opinion that:

     1. ShopNow.com is a corporation validly existing and in good standing under
the Washington Business Corporation Act (the "WBCA").

     2. Purchaser is a corporation  validly  existing and in good standing under
the WBCA. All of the issued and outstanding shares of capital stock of Purchaser
are owned of record by ShopNow.com.

     3. Each of ShopNow.com  and Purchaser has the corporate power and authority
to execute,  deliver and perform its obligations under the Merger Agreement. The
Merger  Agreement  have  been  duly   authorized,   executed  and  delivered  by
ShopNow.com.  The  Merger  Agreement  have been duly  authorized,  executed  and
delivered by Purchaser.

     4. The  Merger  Agreement  is a legal,  valid  and  binding  obligation  of
ShopNow.com,  enforceable  against ShopNow.com in accordance with its terms. The
Merger  Agreement  is a  legal,  valid  and  binding  obligation  of  Purchaser,
enforceable against Purchaser in accordance with its terms.

     5. The execution and delivery by ShopNow.com of the Merger  Agreement,  the
performance by ShopNow.com of its obligations thereunder and the consummation of
the Merger  will not (a)  constitute  a violation  of any federal or  Washington
state  statute,  regulation or rule having the force of law, or any provision of
the WBCA,  (b) to our  knowledge,  require  any  material  authorization  or any
material  consent  or  approval  of  any  domestic  governmental  or  regulatory
authority  that has not been obtained,  other than  compliance  with  applicable
securities  laws,  the filing of the  Agreement  of Merger  with the  Washington
Secretary  of State and the  filing of the  Articles  of Merger  with the Nevada
Secretary of State,  or (c) violate the Restated  Articles of  Incorporation  or
Bylaws of ShopNow.com.

     6. The  execution  and delivery by Purchaser of the Merger  Agreement,  the
performance by Purchaser of its obligations  thereunder and the  consummation of
the Merger  will not (a)  constitute  a violation  of any federal or  Washington
state  statute,  regulation or rule having the force of law, or any provision of
the WBCA,  (b) to our  knowledge,  require  any  material  authorization  or any
material consent or approval of


<PAGE>

February 7, 2000
Page 2




any domestic  governmental  or regulatory  authority that has not been obtained,
other  than  compliance  with  applicable  securities  laws,  the  filing of the
Agreement of Merger with the Washington Secretary of State and the filing of the
Articles  of Merger  with the Nevada  Secretary  of State,  or (c)  violate  the
Articles of Incorporation or Bylaws of Purchaser.

     7. The shares of  ShopNow.com's  Common Stock to be issued  pursuant to the
Merger Agreement have been duly authorized for issuance,  and such shares,  when
issued and delivered to the  shareholders  of the Company in accordance with the
terms  of the  Merger  Agreement,  shall  be  validly  issued,  fully  paid  and
nonassessable.

     8. To our knowledge,  there is no legal or governmental  proceeding pending
or threatened to which  ShopNow.com  or Purchaser is a party which we believe is
likely to have a  material  adverse  effect on the  ability  of  ShopNow.com  or
Purchaser to consummate the transactions contemplated by the Merger Agreement.

     9.  Subject  to the  filing  of the  Articles  of  Merger  with the  Nevada
Secretary of State and the Agreement of Merger with the Washington  Secretary of
State,  the Merger shall become  effective under the WBCA on the date and at the
time set forth in the Agreement of Merger.

     10. The  Registration  Statement has become  effective under the Securities
Act and, to our knowledge,  no stop order  proceedings with respect thereto have
been instituted or are pending or threatened under the Securities Act.